Responding to our customers the fair, fast and … report and other statements ... Responding to our customers the fair, fast and friendly way In a rapidly changing world, where customers

Annual Report2014 -15

Responding to our customers the fair, fast and friendly way

Forward-looking statementIn this Annual Report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral - that we periodically make contain forward looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward looking statement, whether as a result of new information, future events or otherwise.

Inside the Report

CORPORATE OVERVIEW 2-11

ICICI Lombard at a Glance 2

Performance Highlights FY 2015 3

Awards and Accolades 4

Corporate Information 5

Message from the Chairperson 6

Message from the Chairman, Fairfax Asia 8

Message from the Managing Director and CEO 10

BUSINESS OVERVIEW 12-37

General Insurance Sector Overview 14

Organisational Structure 15-34

Wholesale Insurance Group 15

Government Business Group 17

Retail Group 24

Shared Services 28

Corporate Social Responsibility 35

STATUTORY REPORTS AND FINANCIAL STATEMENTS 38-141

Directors’ Report 38Corporate Governance 58Management Report 69Auditors’ Report 79Balance Sheet 84Profit and Loss Account 85Revenue Accounts 86Schedules 88Receipts and Payment Account 140

Responding to our customers the fair, fast and friendly wayIn a rapidly changing world, where customers are becoming discerning and well informed, the traditional product-driven approach does not work. This is more relevant for insurance, where the product offering is essentially a ‘Promise’ that needs to be fulfilled in the event of an untoward incident. The quality of services and the expertise and experience that go with it thus become critical differentiators to win customers in a competitive landscape.

Quality and consistency of customer interaction, irrespective of the function, is important to ensure a seamless experience for our customers. For them, we are a single entity and we need to align ourselves to this perspective. We therefore place a lot of emphasis on pan-organisational integration and a uniform communication protocol. Our guiding principle for this is clear: ‘Be fair, fast and friendly to the customer’.

ICICI Lombard General Insurance Company Limited (ICICI Lombard) is one of India’s leading private sector general insurance company. It brings together the expertise of ICICI Bank (India’s second largest bank) and Fairfax Financial Holdings Limited (a Canada based diversified financial services company).

Ever since inception, ICICI Lombard has been catering to varied customer aspirations by providing prudent risk management solutions in a fair, fast and friendly manner. The solutions are innovative and supported by internationally benchmarked service quality standards.

The offerings take a holistic approach to customer wellbeing and the Company remains a reliable single-point destination

for varied customer requirements. Quality and consistency of customer interaction and building a relationship of trust have always been the Company’s key focus areas.

The product and service offerings include:

Motor Insurance

Health Insurance

Travel Insurance

Home Insurance

Specialty Lines Insurance

Property Insurance

Marine Insurance

Mass Health Insurance

Weather Insurance

The Company is committed to serving customers with transparency during the entire

lifecycle of the relationship: from the policy advise stage to renewals and claims. ICICI Lombard’s excellence in products and services is backed by a robust technology infrastructure, and the Company is further investing in elevating its technological expertise. ICICI Lombard continues to strengthen its industry leadership by being ahead of the curve in terms of products and services.

Growing with Customer-first Approach

13.87 MILLIONPolicies issued in FY2015

3.43 MILLIONClaims settled in FY2015

253Pan-India branches in FY2015

` 69.14 BILLIONGross Written Premium (GWP) in FY2015

7,736Head Count

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Corporate OverviewICICI Lombard General Insurance Company Limited

Revenue Growth(Gross Written Premium ` in million*)

71,34164,200

‘ 1 3 ‘ 1 4 ‘ 1 5

69,140

* Excluding Motor TP inward

Profit Before Tax(` million)

5,202

2,817

‘ 1 3 ‘ 1 4 ‘ 1 5

6,907

Policy Growth(Number of policies sold)

11,222,084

9,184,196

‘ 1 3 ‘ 1 4 ‘ 1 5

13,866,799

Combined Ratio(%)

105.4106.5

‘ 1 3 ‘ 1 4 ‘ 1 5

104.5

Financial Performance FY2015

Annual Report 2014-15 3

Business Overview Statutory and Financial Section

Claims Leader Award, 2014The Company received the ‘Claims Leader’ award in the General Insurance Category for its excellence in claims settlement at the 4th annual edition of the Indian Insurance Awards, 2014.

Best Mobile Application AwardThe Company won the ‘Best Mobile Application’ award at the Asia Insurance Technology Awards, 2014. ICICI Lombard received the recognition for its application that allows policy issuance on mobile devices, thus providing fast and seamless service to its customers at the time of purchase and claims.

ATD Best Winner AwardICICI Lombard was conferred with the Association for Talent Development (ATD) BEST Award 2014 for the third time (earlier known as ASTD BEST). The Company was ranked among the top 20 global organisations for its employee talent development initiatives.

Best IT Implementation AwardICICI Lombard received the ‘Best IT Implementation’ award for its customer oriented service delivery model ‘Business Assurance’ at the Banking Frontiers Finnoviti Awards, 2014. This is a testimony to the Company’s approach of owning customer service SLAs for cashless hospitalisation of claims.

Awards and Accolades

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BoardChanda KochharChairperson

R. AthappanDirector

Dileep ChoksiDirector

Zarin DaruwalaDirector

N. S. KannanDirector

S. MukherjiDirector

Chandran RatnaswamiDirector

M. K. SharmaDirector

Ashvin ParekhDirector

Bhargav DasguptaManaging Director & CEO

Alok Kumar AgarwalExecutive Director

Neelesh GargExecutive Director (upto February 2, 2015)

Sanjeev Mantri Executive Director (w.e.f. May 2, 2015)

Board Nomination & Remuneration Committee

M. K. SharmaChairman

Chanda Kochhar

Chandran Ratnaswami

Dilip Choksi

Investment CommitteeChandran RatnaswamiChairman

N. S. Kannan

Bhargav Dasgupta

Manalur Sandilya

S. Gopalakrishnan Gopal Balachandran

Audit CommitteeDileep ChoksiChairman

R. Athappan S. Mukherji

M. K. Sharma

Ashvin Parekh

Risk Management CommitteeS. MukherjiChairman

R. Athappan

Ashvin Parekh Bhargav Dasgupta

Policyholder Protection CommitteeM. K. SharmaChairman

S. Mukherji

Chandran Ratnaswami

Bhargav Dasgupta

Corporate Social Responsibility CommitteeM. K. SharmaChairman

S. Mukherji

R. Athappan

Bhargav Dasgupta

AuditorsKhandelwal Jain & Co.Chartered Accountants

Chaturvedi & Co.Chartered Accountants

Corporate Information



Dear Shareholders,

Fiscal 2015 was an eventful year for India. The decisive electoral mandate and the range of policy initiatives taken by the new government have led to renewed optimism about the future prospects of the Indian economy. The country’s fundamental economic growth drivers continue to be strong, and the right policy measures should see us achieving a sustainable higher growth trajectory.

With an expanding economy, a young and aspiring population and low insurance penetration, the domestic general insurance industry is expected to grow at a robust pace. The passing of the Insurance Laws (Amendment) Bill by the Parliament was a landmark step. In addition to enhancing the foreign ownership limit in the sector from 26% to 49%, the legislation contains several enabling measures, which

Chanda Kochhar Chairperson

Message from the Chairperson

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Skill development is a critical need to help India realise the potential of its demographic dividend. We are contributing to this area with ICICI Foundation to drive inclusive growth.

The initiatives of our people are crucial in building an organisation that is always ready to respond to customers’ requirements in a convenient and transparent manner. I am proud of the team’s dynamism and passion. I am confident that with the hard work of our entire team and the support of our stakeholders, we will take the organisation to the next level of growth in the coming years.

Chanda Kochhar Chairperson

should facilitate the long-term development of the industry.

At ICICI Lombard, we are poised to strengthen our position in an industry, which is getting increasingly competitive with new players entering the sector. We continue to enjoy the trust and support of a wide range of customers, and are committed to address their risk protection needs and grow sustainably. In fiscal 2015, our performance reflected our focus on a sustainable profitable growth, backed by prudent underwriting and pricing and appropriate risk selection. We also enhanced our capabilities in areas with strong potential for growth such as liability insurance and specific preferred segments.

Service to the customer has taken centre-stage in all facets of financial services, whether it is banking or insurance. Even as we cherish the trust that our customers and stakeholders place in us, we continue to work towards strengthening this faith through our product and service initiatives. Fiscal 2015 witnessed multiple catastrophes including the floods in Jammu & Kashmir and cyclone in Andhra Pradesh. To help our customers affected by these events, we ensured smooth processing of claims. Our team focused on handholding the customers and continuously assisting them.

We continued to play our role of a responsible corporate citizen.

We continue to enjoy the trust and

and are committed to address their risk

our focus on a



Message from the Chairman, Fairfax Asia

Dear Shareholders,

A lot has changed in the Indian landscape in the last year. The decisive results from the May 2014 elections have led to a renewed outlook, for the nation, driven by purpose and optimism. The establishment of a majority and a reform-oriented government is slated to go a long way in enabling India to establish its position as

a dominant force in the global economy in the coming years.

The recently passed Insurance (Amendment) Bill 2015 is a welcome move for India’s insurance industry. With FDI limits enhanced, the much awaited and enabling policy measure has been announced. At the same time,

Ramaswamy Athappan Chairman, Fairfax Asia Limited

8


the industry matures, these competencies will stand in good stead for the Company.

Technological advancements, especially in the online space, are becoming critical to the ability of an organisation to service its customers effectively. We are happy to see the progress made by ICICI Lombard in terms of adopting the latest technology and introducing innovative services for customers on the online platform. Besides, utilising technology as a business enabler to achieve cost and operational efficiencies are steps in the right direction.

Over the years, the Company has expanded its role from targeting business leadership to also excelling as a responsible corporate citizen. Even as the Company takes up community building initiatives, we are touched by the efforts of ICICI Lombard’s strong employee base to volunteer for programmes that benefit underprivileged children among others.

As we look ahead, Fairfax Group’s global experience and technical expertise will continue to strengthen ICICI Lombard’s leadership in India’s general insurance sector. We are confident that our partnership with ICICI Lombard will achieve many more milestones in the coming years.

Ramaswamy Athappan Chairman Fairfax Asia Limited

other amendments including empowerment of regulatory bodies will facilitate the announcement of timely and contextual measures. This will serve well for the long-term prospects of the industry.

Our association with ICICI Lombard continues to strengthen year on year. Guided by a common ethos and perspective, we are poised to continue playing a leading role in the long term development of the nation’s insurance industry. India stands at an interesting cross-road today given its young population and rising incomes. This will create new avenues for insurers as customers seek to mitigate risks to their lives and personal assets in an endeavour to harness new opportunities to grow. For us, expanding into opportune markets is a priority as we seek to play a larger role in the global insurance realm. India fits in perfectly in this framework, given its long-term growth prospects, low penetration and macro-economic framework.

ICICI Lombard has always led the industry in terms of identification of new opportunities, product innovation and setting new benchmarks in service standards. This has been an outcome of its deeply customer-centric approach, which defines every aspect of its business focus. At the same time, the Company has taken long strides in terms of strengthening its underwriting and risk management capabilities. As competition intensifies, and

ICICI Lombard has

industry in terms of

has been an outcome



Dear Shareholders,

Fiscal 2015 was a momentous year for India. The decisive electoral mandate in the May 2014 elections has provided the much needed platform to rejuvenate the country’s growth agenda. While this has not translated into immediate growth revival, India is poised to return to the days of robust fiscal growth fuelled by enabling regulations, pro-expansion reforms focused on infrastructure, manufacturing and overall economic progress. The intent to streamline policies for ease of doing business and fostering entrepreneurship are also measures to look forward to.

For the General Insurance industry, the pace of growth reduced to 10.62% in fiscal 2015, the slowest in the last four years. Limited pick-up in new automobile sales impacted Motor Insurance, the largest industry segment. The Corporate Insurance segment witnessed pricing pressures and poor demand given the limited investment scenario. Having said this, an improvement in the macroeconomic scenario, expected revival in corporate earnings and consumer sentiments should help the industry return to the double-digit growth trajectory in the near future.

Fiscal 2015 also marked the passage of the Insurance Amendment Bill. While much has been talked about the enhancement in FDI limits, there are several other positive measures in the bill. The governance freedom accorded to the regulatory authority will facilitate introduction of timely and contextual regulations. For an industry eager to play a larger role in India’s socio-economic development, these measures are in the right direction.

At ICICI Lombard, we maintained our market leadership in fiscal 2015 even as we calibrated our growth by focusing on sustainable businesses. Our Combined ratio (CoR) – a measure of profitability from core operations, improved to 104.5% from 105.4% registered in fiscal 2014. In comparison, industry CoR deteriorated from 112.1% (9M, fiscal 2014) to 113.6% (9M,

friendly across all

our customers is a

Bhargav Dasgupta Managing Director & CEO

Message from the Managing Director & CEO

10


and accordingly streamline our processes to ensure a hassle free claim settlement experience for our genuine customers. At the same time, we are expanding our digital footprint, especially in the mobile space, by empowering our customers to meet their non-life insurance requirements at the place of their choice and the time of need. We are also taking forward our thrust on providing risk mitigation solutions instead of mere risk financing. We are offering wellness solutions to reduce the instances and severity of hospitalisation and at the same time a card based Out-patient Department (OPD) product for a comprehensive health insurance package.

We continued to win accolades for our initiatives during the year. We were conferred with the ‘Claim Leader’ award in the General Insurance Category at the fourth annual edition of the Indian Insurance Award 2014 for our claim settlement track record. At the Asia Insurance Technology Award, 2014 we were bestowed with the Best Mobile Application award for our insurance focused mobile application. We also won the ‘Best IT implementation’ award for customer oriented service delivery model ‘Business Assurance’ at the Banking Frontier Finnoviti Awards 2014. Winning the ‘Association for Talent Development Best Award’ 2014 (ATD BEST) for the third time, we were ranked among the top 20 organisations across the world for employee talent

fiscal 2015). Profits before tax increased to 6.91 billion, growing by 32.8%.

We continued to cross new milestones on the customer service front in the fiscal gone by, as we remained focused on our philosophy of customer centricity. We serviced 13.87 million insurance policies, an increase of 23.6% over fiscal 2014 and settled 3.41 million claims. Our claim settlement response improved as we settled 93% of motor claims (own damage) within 30 days compared to 92% in fiscal 2014. On the health insurance side, we maintained our track record honouring over 98% claims within 30 days. Customer grievances reduced, declining by 13% in fiscal 2015.

Taking forward our thrust on customer centricity, we are making fresh investments in our business operations to ensure a seamless experience for our customers. We recently set up in-house call centre operations using state-of-the-art infrastructure, handled by a well-trained and customer oriented resource pool. Being fair, fast and friendly across all our interactions with our customers is a principle that we have adopted and will stand by in all our endeavours.

As we look ahead, we are focusing on specific areas aimed at enhancing the experience of our customers. We are enhancing our capabilities in data analytics to better understand our customers

development initiatives. People are our most valuable assets and we will continue to focus on building a high-performing culture that nurtures talent and empower them to grow.

Even as we perform on the business front, we are committed to play our role as a responsible corporate citizen. Our annual employee volunteering initiative ‘Caring Hands’, launched in 2011 has reached out to over 75,000 underprivileged children cumulatively over the last four years. In fiscal 2015, over 2,400 of our employees took charge of this initiative and reached out to 27,002 children across 96 cities through eye-check camps. Cases of poor vision totalling 3,936 were identified and provided with spectacles. We continued to contribute to other CSR projects in the area of preventive health care and disaster relief, thereby spending over 2% of our average profit of last three years for community building initiatives.

As we progress into fiscal 2016, we have the capability, commitment and confidence to set new benchmarks and reinforce the trust of our customers. We look forward to the new financial year with renewed aspiration to achieve new possibilities.

I thank you wholeheartedly for your support.

Bhargav Dasgupta Managing Director & CEO



Pranav Chaturvedi Bengaluru, Karnataka

FAIR

”“I have my two-wheeler (Honda CBR- 250R) insured with ICICI Lombard

and it has been smooth sailing always. I have insured all my vehicles with ICICI Lombard in the past, including a Hero Honda CBZ and Suzuki Wagon-R. The Company is truly customer centric. Its website is easy to navigate for new customers and old. Renewing the policy online is a hassle-free experience. Besides, the claims procedure is not cumbersome and there is transparency at every step. I will always recommend ICICI Lombard to my friends, family and colleagues alike.

In FY2015, India’s general insurance industry continued to grow, but at the slowest rate in last four years. It registered growth of 10.62% as the Gross Written Premium (GWP) grew to ` 805.93 billion in FY2015, as compared to ` 728.53 billion in FY2014.

The key sub-segments of the industry witnessed sluggish growth during the year. Motor insurance, which accounts for over 40% of the industry GWP, witnessed a growth of 10.8% in FY2015, compared to 13.7% in FY2014. The business grew

to ` 374.87 billion in FY2015, as compared to ` 338.25 billion in the previous fiscal. The Corporate segment recorded another year of single digit growth relatively estimated at 6%, compared to 7% a year ago.

Health Insurance segment (including specialised health institutions) displayed a positive picture, recording improved growth as compared to the previous fiscal. The segment increased by 15.6% from ` 176.79 billion in FY2014 to ` 204.43 billion in FY2015.

General Insurance Sector Overview

10.62%Growth in the Gross Written Premium (GWP) in India’s general insurance Industry in FY2015

15.6%Increase in the health insurance segment in FY2015 in India

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WHOLESALE INSURANCE GROUP

The Wholesale Insurance Group caters to large corporate firms across industries and provides every client with customised solutions. It comprises various sub-divisions that include:

Specialised Industry Group that caters to large clients in specialised business segments.

International Business Group to cover international risks of Indian business interests.

Small and Medium Enterprises Group that focuses on MSMEs across industries.

Corporate Solutions Group to provide insurance solutions to large corporate companies across industries.

In FY2015, the Wholesale Insurance Group achieved several key milestones:1. Increased market share across

portfolios

a. Fire Market share increased to 7.2%

in FY2015, compared to 6.6% in FY2014. This was an outcome of a portfolio de-risking strategy, which helped spread concentration risk.

b. Engineering Market share increased to 7.6% in

FY2015 from 7.3% in FY2014, aided by new business, as the Company worked with large public energy conglomerates.

c. Marine ICICI Lombard increased its market

share to 8.2% in FY2015 from 8.0% in FY2014. The Company achieved it by leveraging innovations, such as risk management services, including ‘loss control’ activities of high frequency accounts using Marine Loss Control Engineering (MLCE).

Organisation Structure

Wholesale Insurance GroupOffers integrated insurance solutions to large conglomerates, small and medium enterprises. With fire, marine, engineering, liability solutions, employee group insurance schemes and large-scale health and personal accident covers, there are custom-fit solutions for every client.

Retail GroupServes individual customers through varied channels, such as agents, brokers,bancassurance, telesales, direct alliances, worksites and online. The insurance solutions cover health, home, motor, travel and personal accident space.

Shared Services Includes verticals that provide support and service to business functions. These include underwriting, customer relationship, technology, operations, reinsurance, broking, finance and accounts. Functions, such as human resources, legal, marketing, business analytics unit, administration and fraud control form part of this unit.

Government Business Group Provides insurance solutions to state and central governments or government-owned enterprises and rural customers. The product range includes weather, cattle, health and personal accident related products, among others.



d. Liability Liability share witnessed upward

movement from 11.4% in FY2014 to 12% in FY2015 through enhanced channel engagement and network partnerships.

2. Selective approach in price sensitive health portfolio

The Corporate Health segment contributing 34% to the overall corporate insurance business of the industry grew by 15% in FY2015, compared to 8% in the previous one. However, the segment witnessed increased pricing pressures impacting underwriting profitability. The Company calibrated its growth strategy within this space to focus on select businesses that showcased financial viability from a long-term perspective.

3. Strategic initiatives to create market differentiation

The Wholesale Insurance Group focused on offering customer engagement and customised solutions during the fiscal. It introduced several new offerings which include:

a. Health Value Added Services

Wellness: This involved offering primary health care and specific disease management programmes to customers, implementing wellness activities across corporate accounts.

Cashless OPD: The Company launched an industry-first cashless OPD solution during the fiscal year in the form of a cashless OPD card. The offering was aimed at helping corporate enterprises manage the medical cases and expenses of their employees. The innovative offering benefited several large corporate customers and is poised to garner more customers in the coming months.

Managed care programme: Adopting the approach of fixed payment per enrollee, ICICI Lombard’s Managed Care programme improved the overall health index of its corporate clients’ employees, while reducing the total claim ratio.

b. Marine Value Added Services

These programmes were centred on loss control consulting across logistics supply chain. The Company provided customised solutions, such as anti-hijacking and transporter profiling to several corporate clients during the fiscal year. Quick and effective settlement of complex cargo claims were

15%Growth in the Corporate health segment in FY2015 as compared to 8% in FY2014

1341Hospitals were empanelled including 726 private and 615 public in FY 2015 by the Company

Organisation Structure (Contd.)

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managed by specialists who provided tailor-made solutions for fast recovery, while keeping business interruption at a minimum. ICICI Lombard noted risk improvement in 40% cases, where it offered integrated insurance and risk engineering solutions for reducing high-frequency losses.

c. Property Value Added Services

These programmes were centred on property risk inspections, management of risk measures and personalised solutions, such as anti-fire and theft. ICICI Lombard’s fast assistance, fair practices and friendly services were highly lauded. In FY2015, the Company provided coverage to multiple corporate clients and introduced solutions, such as remote alarm system and fire-hydrant infrastructure.

d. Account Level Planning

Sales personnel were trained to migrate from a product to a solution selling approach. This led to an increase in wallet share of targeted corporate enterprises in FY2015

GOVERNMENT BUSINESS GROUP

ICICI Lombard’s Government Business Group caters to Rural India and provides insurance solutions through government welfare initiatives.

Over the years, ICICI Lombard has introduced various innovative solutions that protect the economically underprivileged sections of the society. In partnership with the government, the Company has delivered bespoke solutions to cater to individual needs. Its affordable products cover risks

and shield customers from setbacks like a failed crop or a major illness. Through evolving and scalable models, innovative product design, technology, speedy claim processing and public-private collaboration, ICICI Lombard endeavours to deliver confidence and security to rural India.

Rashtriya Swasthya Bima YojanaICICI Lombard has been a pioneer in implementing one of the world’s largest and among the most successful mass health insurance programmes, Rashtriya Swasthya Bima Yojana (RSBY). The centrally sponsored scheme illustrates how the government can facilitate the process of insurance benefits reaching to the below the poverty line (BPL) households and workers from unorganised sectors.

Providing health insurance to five members of every BPL family, including the family head, his spouse and up to three dependents, the scheme empowers the beneficiary with the freedom to choose the best possible treatment for his family from the empanelled private as well as public hospitals.

ICICI Lombard’s contribution to the scheme in FY2015:

1. Covered 21.65 lakh BPL families last year

2. Implemented across six states and Union territories, including 53 districts

3. Empanelled 1341 hospitals, including 726 private and 615 public

Saving Lives One of the unique initiatives jointly introduced by the Ministry of Road Transport & Highways and ICICI

and shield customers from setbacks like a



Nitin Agarwal New Delhi

FAST

”“The ICICI brand means a lot to me, especially ICICI Lombard. Consistent

product innovation and the culture of speedy and effective response to our queries and concerns make ICICI Lombard stand out in the crowd. I have long been associated with ICICI Lombard as a customer, and the Company has always been helpful in times of need. No wonder, it remains an industry leader. I wish ICICI Lombard all the best for its future endeavours.

Lombard, the ‘Saving Lives’ scheme was launched in July 2013 on a pilot basis. The scheme provides hospitalisation insurance cover to the road accident victims of the Gurgaon- Jaipur stretch of the National Highway – 8 on a cashless basis. Taking care of the immediate needs of hospitalisation during the golden hour, it covers treatment of bodily injury caused by and arising out of a road accident. Six advanced life-saving and five basic life-saving ambulances are located on the identified stretch of the highway to take the victims from the accident spot to the nearest hospital for emergency medical treatment. Under this scheme, cover for the first 48 hours is provided, subject to the limit of ` 30,000 per victim.

ICICI Lombard was given the mandate to replicate the scheme on the Ranchi to Mahulia stretch in FY2015.

Health Insurance Scheme for Handloom WeaversThe scheme caters to weavers and ancillary workers, an important section of India’s unorganised handloom sector. It covers workers engaged in warping, winding, dyeing, printing, finishing, sizing, jhala-making and jacquard cutting. It provides a family coverage towards comprehensive healthcare and medical assistance to the weavers. It also includes a substantial provision for OPD services. The scheme covers pre-existing as well as new diseases with an annual limit of ` 15,000 per family.

Contribution to the schemeICICI Lombard covered 17.5 lakh families under the weavers’ scheme during the period of May to September 2014, post which it was merged with the Rashtriya Swasthya Bima Yojana.


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Over 14.5 lakh claims were settled during the said time period.

Health insurance scheme for women sericulturist and workersThe health insurance scheme for women sericulturist and workers aims at empowering women sericulture farmers and workers in private reeling units to access healthcare amenities. It covers women beneficiaries (as the prime insured), her spouse and two children for comprehensive healthcare, including provision for OPD services. With many women beneficiaries availing of the scheme benefits, especially OPD services, the overall healthcare scenario of women has improved in the beneficiary locations.

Contribution to the schemeIn FY2015, the Company enrolled over 63,000 families and issued health cards in the states of Karnataka, Tamil Nadu, Jammu and Kashmir, Jharkhand and Assam.

Weather InsuranceNatural calamities continued to strike in FY2015. It was a year in which drought, floods, cyclones, unseasonal rainfall and hailstorms showed their devastating impact. The country’s food production was estimated to have reduced by 5% as a result of these calamities. ICICI Lombard stood by and served the farmers in a comprehensive way. It implemented the Weather Based Crop Insurance (WBCIS) scheme in 10 states and the Modified Agricultural Insured Scheme (MNAIS) in 17 districts. The Company, through both the schemes, enrolled 1.3 million farmers across the loanee and non-loanee categories.

The Weather Insurance business added ` 2.9 billion to ICICI Lombard’s direct business in FY2015. While the GWP for the WBCIS scheme stood at ` 1.39 billion, the GWP for the MNAIS scheme was ` 1.51 billion.

The Company implemented the scheme in the states of Chhattisgarh, Uttar Pradesh, Karnataka, Rajasthan, Jharkhand, West Bengal, Assam, Jammu & Kashmir, Uttarakhand and Himachal Pradesh. During the year, the Company increased the non-loanee coverage and increased its presence in Karnataka. Close to 1.4 lakh non-loanee farmers were enrolled using banks as intermediaries. ICICI Lombard also started the tablet-based policy coverage of non-loanee farmers, providing faster issuance of policy, using on-the-spot printing technology through mobile printers.



Sandip Sathavara Ahmedabad, Gujarat

FRIENDLY

”“The ICICI Lombard team helped me at every step, whenever I had a problem. The Company’s customer-centric approach makes me feel that I am truly cared for. I have always received good suggestions from those I interacted with at the Company. I can say with a lot of conviction that the Company’s customers are its true brand ambassadors.

RETAIL GROUP

ICICI Lombard’s Retail Group continued to focus on the customer at every stage of operations. Harnessing technology to offer innovative risk solutions, it used various tools to keep up with the evolving needs of customers.

With an aim to offer best-in-class service, the Company maintained its stronghold across product lines. In FY2015, ICICI Lombard further reinforced its product portfolios, partner associations and claims management system.

to international

Motor Insurance ICICI Lombard continued to have a strong presence in the motor insurance segment. The Company remained committed to provide superior value proposition to customers at every point of interaction. In FY2015, ICICI Lombard focused on enhancing its channel management and customer life-cycle proposition by expanding its distribution networks, deepening its relationships with manufacturers and agents and implementing technology driven solutions.


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ICICI Lombard

customised solutions to

Taking a step further towards being fair, fast and friendly with its customers, it offered seamless claims experience through remote assessment tools, such as tablet /mobile based applications.

ICICI Lombard also received regulatory approval to offer customers long-term product in motor segment, a long-term two wheeler insurance. This created an opportunity for market expansion, while providing hassle-free protection to customers.

Health InsuranceThe retail health insurance segment at the industry level grew rapidly with increased customer awareness and higher investments by insurance companies in expanding their reach to customers. ICICI Lombard continued to invest in creating a strong distribution footprint and innovative products, offering customised solutions to provide risk coverage as per customer requirements. The Company also provided loan protection solutions to customers. The product covered health risks of the insured, and at the same time ensured financial protection against a home loan.

Travel InsuranceThe Company provided wide range of services through the online medium to give its customers convenient solutions for travel insurance. During FY2015, the Company partnered with Falck India Private Limited to strengthen

its claims delivery, and improve its service to international customers.

Focusing on the growing leisure travel segment, ICICI Lombard offered economical solutions to non US travellers. ICICI Lombard secured fresh approvals from embassies of Schengen (a group of 25 European countries) to provide enhanced travel insurance to travellers visiting these countries. The Company offers a comprehensive travel insurance policy to cover unfortunate mishaps or medical emergencies, which might occur while travelling abroad.

SMELimited insurance penetration in the SME segment indicates significant opportunities for ICICI Lombard. The Company focused on identifying profitable segments to drive growth, and endeavoured to delight customers with superior claims and service experience. To achieve the same, the Company developed customised ‘Over-The-Counter’ policies for SMEs, and simplified the underwriting process. It also empowered its field force and agents to rate risks based on pre-defined parameters, ensuring fast processing of policies.

Customer Lifecycle ManagementICICI Lombard strives to provide the best service to its customers not only the first time, but at every stage. The Company ensured hassle-free renewal experience

for customers and proactively connected with them by sending renewal reminders through SMS and emails at periodic intervals. These SMS and emails constituted a link redirecting the customer to the renewal page on its mobile WAP or website, based on the device used.

During FY2015, ICICI Lombard increased its focus on contactability enrichment methods like data washing, sending welcome letters to non contactable customers and to communicate with the maximum number of customers. The additional contact details received from these activities were used at the time of renewals of customers’ insurance policies.



”

FAIR

”“I have a lot of appreciation for ICICI Lombard. The Company’s products

technological platform for purchasing Home, Overseas Travel, Motor and Health Insurance is truly commendable. It’s convenient and manageable for any person. I must also mention the fact that the Company is truly transparent and trustworthy, which counts a lot for a customer like me.

Chhaya Kulabkar Mumbai, Maharashtra

SHARED SERVICES

Reinsurance During FY2015, ICICI Lombard’s reinsurance programme continued to pursue both proportional and non-proportional treaties. The Company structured the reinsurance programme, keeping in mind its philosophy of purchasing adequate cover to protect the value-at-risk. For FY2015, the Company maintained its retention across key product segments. To protect the net account against single large losses and natural disasters, it continued to buy appropriate risk and catastrophe

statistics for claim

reinsurance. It also got its net retained exposures, modelled by international agencies to ensure adequacy of limit of catastrophe reinsurance. The Company continued to purchase reinsurance protection for its speciality portfolio comprising liability, aviation, weather and offshore energy. ICICI Lombard strengthened its association with ScorRe, Swiss Re and Hannover Re for its key reinsurance programmes, while General Insurance Corporation (GIC) remained the Company’s largest reinsurance partner.


28


UnderwritingIn FY2015, ICICI Lombard introduced new add-on covers in its motor insurance portfolio. These included extended warranty and engine protect covers along with a host of customised offerings. Continued improvement in processes led to over 50% reduction in complaints and queries posed by the customers. Efficient and effective management of claims in the J&K floods and Hudhud cyclone in Andhra Pradesh, was appreciated by the High Court, as well as respective State Governments.

In case of health insurance, the Company adopted a selective underwriting approach, which positively influenced profitability. Implementation of e-Cashless module enabled the empanelled hospitals to process cashless requests faster. Simultaneously, implementation of scan mode of processing for reimbursement claims led to productivity enhancement, and also improved customer response time by 25%.

The Company also streamlined its property and marine risk management solutions to create processes for systematic study of risk exposures, and deliver tailored solutions, which include online fire and burglary detection, electrical audit and thermography, fire extinguishing solutions, project cargo survey and anti-hijacking solutions. This solution based

approach brought in the required differentiation for the Company in an otherwise competitive market.

The Company continued to adopt advanced technologies for serving customers. In FY2015, it introduced mobile based risk inspection, which enabled penetration in smaller sized adverse risk segments, and also leveraged in-house technology for identifying fraudulent claim trends, and thereby ensure genuineness of claims paid. In FY2015, the Company sustained its position among the best in the published statistics for claim performance.

Cost ManagementThe cost management team constantly endeavours to maximise value and build cost effective tools to benefit internal and external customers.

The Company continued to optimise costs in FY2015 through cost planning, co-ordination, control and reporting of cost data. During the year, ICICI Lombard gained cost savings in travel and communication expenses. The cost management team continued to spread cost saving awareness among employees through simple and effective tools.

InvestmentsIn FY2015, the Company achieved superior total return on its investment portfolio, compared to the benchmark.

Investments at ICICI Lombard are governed by the core value investing principles of the Company. Its asset mix is determined by two important factors: availability of superior investments at the right price and claim liabilities. The asset allocation strategy of the Company ensures liquidity, security and diversification. To strengthen the existing business, and efficiently manage risks arising out of duration, market, credit, legal and operation, the Company strictly follows commensurate risk management.

ICICI Lombard’s investments amounted to ` 92.38 billion in FY2015, an increase of 14.8%. In the last five years, the Company’s investment portfolio has grown at a Compounded Annual Growth Rate (CAGR) of 20.50%. In FY2015, the Company achieved a realised return of 10.29%, while the total

92.38 BILLIONInvestments were made by the Company in FY2015

20.50%CAGR in the Company’s investment portfolio in the last five years



return was 17.84%. In a span of five years, the realised return and the total return have averaged 9.78% and 10.39% respectively. In the same year, ICICI Lombard’s ratio of year-end investment assets to net worth stood at 3.49 times. Over the last 12 years, the average total return was 10.92%, compared to 9.24% generated by the benchmark composite.

Additionally, ICICI Lombard’s investment assets of funds representing third party motor pool amounted to ` 6.07 billion with YTM of 8.46%. Realised return for FY2015 from this portfolio was 11.46%.

OperationsDuring FY2015, ICICI Lombard ensured excellence in its service performance, improving on the various dimensions of service quality i.e. responsiveness, empathy, assurance and reliability. The Company’s operations team

has centralised policy issuance under the Motor segment to enhance quality of delivery, and to improve service levels. Speedy response to the customer has been ensured by creating a priority channel. ICICI Lombard has also set up a direct interaction channel with corporate customers in Group policies to reduce the Turn Around Time (TAT), by close to 75%.

The Company has created the scale and capability in its operations function to service the growing and diverse needs of various business units within the organisation. ICICI Lombard successfully managed the volume of low ticket size products like two-wheelers, while keeping operating costs low. This has been managed by seamless integration with various systems and processes of distribution partners like Honda, Hero, IOCL & BPCL petrol pumps and various lending institutions.

The Company continued to manage operations related to the agency channel in a smooth and efficient manner. ICICI Lombard enhanced its systems to provide release of commissions on a daily basis, and also provided for automation of a large number of reports.

Customer Support and PEGIn an increasingly competitive industry, post-sales support can be the source of differentiation and value creation, as well as a crucial imperative to retain customers, and at the same time attract new customers.

ICICI Lombard aims at providing the best post-sales support with its contact centre, which serves as a critical touch point for the customer to experience the brand and its services. Driven by the professionalism, integrity and empathy of the Company’s people, it focuses on providing a personal touch to the customer. ICICI Lombard aspires to make life easier for its customers by delivering simple-to-understand products that specifically answer individual needs, and address their pain points. Besides, the organisation endeavours to offer best-in-class customer experience at the time of claim or ‘moment of truth’. It continuously makes its processes clear and transparent, and is fair to its customers, as it believes its purpose is to protect customer’s assets, while enriching their lives.

In a bid to better engage with customers further, the Company successfully in-sourced its call centre operations for three business functions, viz. Customer Service, e-Channel and i-Healthcare. This initiative led to enhanced resource efficiency and service improvements.

Contact centre agents are the Company’s most important brand ambassadors, and serve customers with a strong service orientation. It successfully completed hiring and training of leaders, managers and the support staff of its Customer Response Management (CRM) team. The team’s focus was on quality of


30


resolution provided to customers, and improving the percentage of first-time resolutions. Due to concerted efforts of the Call Resolution Time (CRT) team, first call resolution increased from 68% to 80%. The Company’s cross-functional teams continued to work seamlessly on all on-going operations.

The Company redesigned processes, making them simple and fast. Moreover, it provided skill development training, using its training tool - COMPASS. Operational efficiency of customer impacting processes improved, leading to an increase in service levels from 59% to 95%.

ICICI Lombard got control of the entire technology platform for its call centre, after completing the first phase of in-housing of technology infrastructure in July, 2014. It has placed an active set-up in Navi Mumbai and Hyderabad locations to route calls geographically. This gives the Company flexibility to route calls to the alternate location, in case of a downtime at one location.

The aforementioned efforts helped the Company reduce complaints by 13% in FY2015. After the Call centre was in-housed, repeat calls reduced to 2%, in comparison to 6% in the previous year when an outsourced call centre was operational. The ratio of complaints to total policies issued stood at 0.04% for FY2015 as against 0.06% for the previous fiscal.

13%Reduction in customer complaints in FY2015 of the Company

95%Increase in service levels of the Company in FY2015 as compared to 59% in FY2014



FAST

”“My experience with ICICI Lombard has been extremely positive. The

Company’s execution capabilities are aligned to international standards. Every department works in a professional manner and the team appreciates the fact that the customer needs fast and effective response during a crisis. Whenever a friend or a relative asks me to suggest the name of a trustworthy insurance service provider in the general insurance

Rajeev Mishra Kolkata, West Bengal

Human Resource Customer expectations are changing. They seek greater convenience, improved speed of delivery and enhanced ease in transactions. Recognising this, ICICI Lombard has re-architected processes externally, as well as internally for its employees to deliver onto the promise of being fair, fast and friendly. To align to this philosophy, ICICI Lombard’s team needs to be more agile, and

demonstrate the ability to take prompt decisions. This is where Deeksha Learning Center (DLC), the umbrella brand established for all learning initiatives, continued to play a pivotal role by providing employees with the requisite knowledge and skills to enable agility and faster decision-making.

To deepen the knowledge levels of the various teams, the Company enhanced its sub-capability pockets from 27 to 66, in the last four years. The learning ladder and certification programmes were aligned in a way that enabled the team to make fair and faster decisions for customers. The Company has a vibrant team of Maroon and Maroon + certified employees. Code Maroon is an internal certification, which is a benchmark in the General Insurance

industry. Maroon + certification is offered in association with CII, London. ICICI Lombard has adopted ‘Leaders as Teachers’ philosophy, by constituting DLC Council to reinforce the critical learning for the team. Currently, the Company has 338 employees, who are instrumental in creating subject matter content, training and assessment.

The American Society for Training and Development (ASTD), now rechristened as ATD (Association for Training and Development), conferred the ’Best Practices in Learning & Development’ Award to ICICI Lombard for the third time in FY 2014-15.

Central to the philosophy of fair, fast and friendly, ICICI Lombard re-architected its service levels and in-sourced the processes to offer differentiated service through its call centre. The Company’s call centre team comprising 328 members was taken through COMPASS, ICICI Lombard’s service anchor that ensures that an employee understands and offers differentiated experience to the customer and builds trust.

27,002Children were benefitted by the ‘Caring Hands Campaign’ initiative of the Company in FY2015 across 236 municipal schools in 96 cities


34


Corporate Social Responsibility

ICICI Lombard has been committed towards the wellbeing of communities and the society. Its community projects enable citizens to fulfil their aspirations for a better quality of life.

The Company’s CSR roadmap for FY2015 involved healthcare and disaster relief activities. It also supported various causes, such as education, skill enhancement and sustainable livelihoods through the ICICI Foundation.

Caring Hands CampaignICICI Lombard’s employee driven CSR activity reached out to underprivileged children for the fourth year in a row. Steered towards preventive healthcare, free eye check-up camps were organised across the country for deprived children. In FY2015, the initiative benefited 27,002 children across 236 municipal schools in 96 cities. The activity helped identify 3,936 cases of poor vision that were provided with corrective lenses free of cost. 2,407 employees participated from various locations forming teams that joined hands to plan and execute the entire activity.

In the last four years, ICICI Lombard has reached out to more than 75,000 kids across 250 schools. With the Company’s long-standing commitment towards a better society and future for the country, ICICI Lombard is increasing the scope of its activity with each passing year.

Access to Sanitation and Healthcare (Preventive and Curative)ICICI Lombard, in association with KK Birla Memorial Trust’s Chambal NGO reached out to 6 villages of Kota district in Rajasthan. The six villages (Ballabhpur, Pachara, Pachara Ki Jhopariyan, Kakravada, Motikuan and Dabar) lacking basic healthcare facilities were provided a Mobile Medical Care Unit to offer healthcare facilities at their

doorstep. The unit, along with a doctor and a nursing assistant conducted OPD services, and dispensed medicines on the spot for common ailments. Cases requiring specialised treatments were referred to hospitals. Promoting curative healthcare, the initiative also helped in building awareness regarding health, hygiene and sanitation issues among the villagers.



FRIENDLY“ ”

As a customer I have always received convenient and relevant solutions for my insurance requirements. The team believes in quick response and they know their job only too well. That is extremely reassuring and goes a long way in reinforcing trust.

Asif Rafat Husain Mumbai, Maharashtra

38


To the Members,

Your Directors have pleasure in presenting the Fifteenth Annual Report of ICICI Lombard General Insurance Company Limited (ICICI Lombard) along with the audited statement of accounts for the financial year ended March 31, 2015.

Industry OverviewThe gross premium of the industry grew from ̀ 728.53 billion in FY2014 to ̀ 805.93 billion in FY2015*, a growth of about 10.62%. Given the pricing challenges in the market, ICICI Lombard decided to scale down its business in the group and mass health insurance segments. ICICI Lombard also adopted a cautious approach in the weather insurance segment. As a result, the gross written premium (GWP) decreased marginally from ` 71.34 billion in FY2014 to ` 69.14 billion in FY2015. ICICI Lombard led the private players in general insurance sector with a market share of 19.0% and an overall industry market share of 8.3%.

Financial Highlights The financial performance for FY2015 is summarised in the following table:

(` billion)FY2014 FY2015

Gross written premium 71.34 69.14Earned premium 43.53 42.35Income from investments 7.88 9.28Profit before tax 5.20 6.91Profit after tax 5.11 5.36

Appropriations The profit after tax (PAT) for the year ended March 31, 2015 is ` 5.36 billion. The profit available for appropriation is ` 9.54 billion after taking into account the balance of profit of ` 4.18 billion brought forward from the previous year. The Directors are pleased to recommend aggregate interim dividends declared and paid during the year of ` 0.89 billion as final dividend for the year. The summary of appropriated profits is as follows:

(` billion)FY2014 FY2015

Balance of profits brought forward (0.93) 4.18Add: Profits during the year 5.11 5.36Total available profits for appropriation 4.18 9.54Less: Equity dividend for the year (interim) - 0.89

Dividend distribution tax - 0.17Transfer to general reserve - -

Leaving balance to be carried forward 4.18 8.48*Source: IRDAI & GI Council

Directors’ Report

` 805.93 BILLIONGross premium of the industry in FY2015

` 5.36 BILLIONProfit after tax in FY2015 of the Company



DirectorsMinistry of Corporate Affairs (MCA) vide its circular dated June 9, 2014 clarified that the existing Independent Directors are required to be appointed under the provisions of the Companies Act, 2013 within one year from April 1, 2014 subject to compliance with eligibility and other prescribed conditions. The circular further prescribes that appointment of Independent Directors for a term of less than five years is permissible and appointment for any term (whether five years or less) is to be treated as one term under Section 149(10) of the Act.

Accordingly, the Board at its Meeting held on January 14, 2015 had approved the revision in norms governing tenure of appointment of Independent Directors for a maximum period of ten years to align with the provisions of the Companies Act, 2013. The Board at the same Meeting had approved the appointment of Dileep Choksi and M. K. Sharma, as Independent Directors of ICICI Lombard till Annual General Meeting (AGM) to be held in 2016 and 2017 respectively. Ashvin Parekh, another Independent Director of ICICI Lombard, was appointed in the Annual General Meeting held on June 20, 2014. Ashvin Parekh’s appointment is for a term of five years i.e. upto the Annual General Meeting to be held in 2019.

The Members of ICICI Lombard in the Extra-ordinary General Meeting held on March 4, 2015 had approved the appointment of all Independent Directors for their respective terms i.e. in case of Dileep Choksi till the AGM to be held in 2016, in case of M.K Sharma till the AGM to be held in 2017 and in case of Ashvin Parekh till the AGM to be held in 2019.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and ‘fit and proper’ declaration as laid down under Corporate Governance Guidelines of Insurance Regulatory and Development Authority of India (IRDAI).

In terms of the provisions of Section 152 of the Companies Act, 2013, S. Mukherji and Chandran Ratnaswami, being Non-executive Directors of ICICI Lombard would retire by rotation at the forthcoming AGM and are eligible for re-appointment. Both S. Mukherji and Chandran Ratnaswami have offered themselves for re-appointment. Section 152 provides that the Independent Directors would be excluded from the total number of Directors for the purpose of computing the number of Directors whose period of office will be liable to determination by retirement of Directors by rotation.

During the year, Neelesh Garg, Executive Director of ICICI Lombard, expressed his desire to leave ICICI Lombard and the ICICI Group to pursue other opportunities with effect from February 2, 2015. The Board placed on record its deep appreciation for his contribution to ICICI Lombard. The Board at its Meeting held on March 31, 2015 had approved the appointment of Sanjeev Mantri as Executive Director of ICICI Lombard in place of Neelesh Garg with effect from May 2, 2015, subject to the approval of Members of the Company and IRDAI. Sanjeev Mantri was a Senior General Manager at ICICI Bank Limited and led the Bank’s Rural and Inclusive Banking Group. He is a qualified Chartered Accountant and a Cost Accountant. He joined ICICI Bank in 2003 where he led many businesses including Bank’s Small & Medium Enterprises Group. Under his leadership, the Bank was awarded the Asian Banker Award for the Best SME Bank-Asia Pacific in 2010. Board EvaluationThe Companies Act, 2013 vide Section 178(2) provides that every listed company and such other class of companies as may be prescribed shall carry out evaluation of every Director’s performance.

ICICI Lombard, being a prescribed class of company, carried out an evaluation of the performance of the

40


Board, its Directors, Chairperson and the Committees. The manner of carrying out the evaluation has been explained in the Corporate Governance Report.

AuditorsThe Joint Statutory Auditors, Khandelwal Jain & Co., Chartered Accountants and Chaturvedi & Co., Chartered Accountants, will retire at the ensuing AGM. On the basis of the recommendation of the Audit Committee, the Board at its Meeting held on April 24, 2015, has proposed the re-appointment of Khandelwal Jain & Co., Chartered Accountants and Chaturvedi & Co., Chartered Accountants, as Joint Statutory Auditors to audit the accounts of ICICI Lombard for the financial year ending March 31, 2016. You are requested to consider their re-appointment.

CapitalThe total capital invested by shareholders till March 31, 2015 including share premium, was ̀ 19.42 billion. The net worth of ICICI Lombard stood at ̀ 28.23 billion at March 31, 2015 as compared to ` 23.81 billion at March 31, 2014. The solvency position of ICICI Lombard at March 31, 2015 was 1.95 times as against minimum of 1.50 times prescribed by IRDAI.

Corporate Social Responsibility (CSR)The Board at its Meeting held on April 18, 2014 had constituted a Corporate Social Responsibility Committee of ICICI Lombard. The Board had approved adoption of Corporate Social Responsibility Policy (Policy) and Plan for CSR activities of ICICI Lombard at its Meetings held on October 15, 2014 and January 14, 2015 respectively.

The approved CSR Policy and report on CSR activities is annexed as “Annexure A”.

Rural and Social ResponsibilityICICI Lombard issued more than 500,000 policies in rural areas and covered more than 75,000 lives falling within the norms of social responsibility, as prescribed by IRDAI.

Directors’ Report (Contd.)

Public DepositsDuring the year under review, ICICI Lombard has not accepted any deposit from the public.

Foreign Exchange Earning and ExpenditureDuring FY2015, expenditure in foreign currencies amounted to ` 3,352.7 million and earning in foreign currencies amounted to ` 1,904.7 million.

Secretarial Audit ReportAs per Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, prescribed class of Companies shall obtain a Secretarial Audit Report from Company Secretary in Practice and such Secretarial Audit Report shall form part of this report.

The Board at its Meeting held on July 17, 2014 had appointed Dholakia & Associates, practising company secretaries, to conduct the secretarial audit of the Company for FY2015. The Secretarial Audit Report confirms that ICICI Lombard has complied with all the applicable provisions of various laws as mentioned in the audit report.

The Secretarial Audit Report is annexed herewith as “Annexure B”.

Extract of Annual ReturnThe details forming part of the extract of the Annual Return in form of MGT 9 is annexed herewith as “Annexure C”.

Related Party TransactionsSection 188(1) of the Companies Act, 2013 prescribed that the company shall not enter into a transaction with a related party (as defined vide clause 76 of Section 2 of the Act), except with the consent of the Board of Directors of the Company with respect to the transactions as prescribed. The Board at its Meeting held on April 18, 2014 had approved the Policy on Related Party Transactions (Policy). The Policy was subsequently amended at the Board Meeting held



on January 14, 2015 wherein Audit Committee was empowered to provide omnibus approval for the related party transactions not exceeding ` 10.0 million per transaction.

During the year, ICICI Lombard had entered into related party transactions with the related parties as defined vide clause 76 of Section 2 of the Companies Act, 2013 in the ordinary course of its business and on an arm’s length basis.

The details of materially significant related party transactions entered by ICICI Lombard with related parties (in the ordinary course of its business and on an arm’s length basis) above the defined threshold, as prescribed under Section 188(1) of the Companies Act, 2013 and Rule 15 of the Companies (Meetings of Board and its Power) Rules, 2014, are annexed as “Annexure D”.

All related party transactions are placed before the Audit Committee on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

Whistle Blower PolicyICICI Lombard has formulated a Whistle Blower Policy (Policy) which is designed to provide its employees, a channel for communicating instances of breach in the code of conduct, legal violation, actual or suspected fraud and on the accounting policies and procedures adopted for any area or item. The framework of the Policy strives to foster responsible and secure whistle blowing. This mechanism has been communicated to the employees and posted on ICICI Lombard’s intranet and an extract of the same has been posted on the website of ICICI Lombard.

Employee Stock Option Scheme In FY2006, ICICI Lombard had instituted an Employee Stock Option Scheme (ESOS) to enable the employees

and Directors of ICICI Lombard to participate in its future growth and financial success. As per ESOS, the maximum number of options granted to any employee/Director in a year shall not, except with the approval of the Board, exceed 0.10% of ICICI Lombard’s issued equity shares at the time of grant and the aggregate of all such options (net of forfeited/lapsed) is limited to 5% of ICICI Lombard’s issued equity shares on the date of the grant.

The Board at its Meeting held on January 14, 2015 and the Members at the Extra-Ordinary General Meeting held on March 4, 2015 had approved the amendment in the ESOS 2005 to extend the exercise period by three more years in respect of options granted in the years 2005, 2006 and 2007. The said extension will provide additional years to the employees to exercise their options and in the event of ICICI Lombard getting listed during this period, the employees will automatically have the liquidity. In the absence of such extension, the options will start lapsing from April 2015 which will be detrimental to the interests of the employees.

Options granted in the years 2005, 2006, 2007, 2008 and 2010 vest in a graded manner over a four-year period, with 20%, 20%, 30% and 30% of the grants vesting each year, commencing not earlier than 12 months from the date of grant. Options granted for the year 2009 vest in a graded manner over a five year period with no vesting in the first year and 20%, 20%, 30% and 30% of the grant vesting each year in subsequent four years. Options granted for the year 2011 vest in a gradual manner over a two-year period, with 40% and 60% of the grants vesting each year, commencing not earlier than 12 months from the date of grant. Options can be exercised within a period of 13 years in respect of options granted in 2005, 2006 and 2007. Option other than those years can be exercised over a period of 10 years from the date of grant or five years from the date of vesting, whichever is later.

42


Particulars of options granted by ICICI Lombard up to March 31, 2015 are given below:

Options granted 23,572,260Options vested 18,204,108Options exercised 6,836,576Number of shares allotted pursuant to exercise of options 6,809,176 Options forfeited/lapsed 8,614,222Extinguishment or modification of options* 3,390,962 Amount realised by exercise of options (`) 281,029,140Total number of options in force 8,121,462

*The exercise period for stock options granted between 2005 to 2007 has been modified from tenth anniversary to thirteenth anniversary.

Additional InformationAs required pursuant to the provisions of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure to the Directors’ Report. The Directors’ Report is being sent to the shareholders excluding the Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption do not apply to ICICI Lombard. ICICI Lombard has, however, used information technology extensively in its operations.

Directors’ Responsibility StatementThe Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so

as to give a true and fair view of the state of affairs of ICICI Lombard at the end of the financial year and of the profits of ICICI Lombard for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the IRDAI (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 and provisions of the Companies Act, 2013 for safeguarding the assets of ICICI Lombard and for preventing and detecting fraud and other irregularities;

4. that they have prepared the annual accounts on a going concern basis;

5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively and;

6. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.




ANNEXURE ‘A’

Annual Report on Corporate Social Responsibility (CSR) Activities1. A brief outline of the Company’s CSR policy, including

overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs

Corporate Social Responsibility (CSR) has been a long standing commitment at ICICI Lombard and forms an integral part of its activities. The Company’s objective is to pro-actively support meaningful socio economic development. It works towards developing an enabling environment that will help citizens realise their aspirations towards leading a meaningful life.

In line with its objectives, the following areas have been shortlisted for the CSR roadmap health care, road safety, education, skill development and sustainable livelihoods, support employee volunteering in CSR activities and other areas such as disaster relief.

The CSR policy was approved by the Board of Directors in the Meeting held on October 15, 2014 and subsequently was put up on the ICICI Lombard website. Web-link to the CSR policy:

https://www.icicilombard.com/content/ilom-en/csr-policy/CSR_Policy.pdf

2. The Composition of the CSR Committee

The CSR Committee comprises one Independent Director, two Non-executive Directors and the Managing Director & CEO of ICICI Lombard and is chaired by an Independent Director. The composition of the Committee is set out below:

M. K. Sharma, Chairman (Independent Director) S. Mukherji (Non-executive Director) R. Athappan (Non-executive Director) Bhargav Dasgupta (Managing Director & CEO)

The functions of the Committee include review of CSR initiatives undertaken by the ICICI Lombard, formulation and recommendation to the Board of a CSR Policy indicating the activities to be undertaken by ICICI Lombard and recommendation of the amount of the expenditure to be incurred on such activities, review and recommend the annual CSR plan to the Board, making recommendations to the Board with respect to the CSR initiatives, monitor the CSR activities, implementation and compliance with the CSR Policy and to review and implement, if required, any other matter related to CSR initiatives as recommended/suggested by Companies Act.

3. Average net profit of the Company for last three financial years

The average net profit of the Company for the last three financial years calculated as specified by the Companies Act 2013 was ` 1,354.4 million.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

The prescribed CSR expenditure requirement for FY2015 is ` 27.2 million.

5. Details of CSR spent during the financial year (a) Total amount to be spent for the financial year; Total amount spent towards CSR during FY2015

was ` 27.8 million.

(b) Amount unspent, if any : Nil

44


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hool

s ac

ross

94

citie

s 7.

1(in

clud

ing

empl

oyee

vo

lunt

eerin

g co

st o

f

`

1.7

mill

ion)

7.7

(incl

udin

g em

ploy

ee

volu

ntee

ring

cost

of

`

1.7

mill

ion)

7.7

(incl

udin

g em

ploy

ee

volu

ntee

ring

cost

of

` 1.

7 m

illio

n)

Dire

ct

3D

isas

ter

Rel

ief

cont

ribut

ion

in J

amm

u &

Kash

mir

mat

chin

g em

ploy

ee c

ontr

ibut

ion

Dis

aste

r R

elie

fJa

mm

u &

Kash

mir

5.1

5.1

5.1

Dire

ct

4Pr

ojec

ts o

f IC

ICI

Foun

datio

n fo

r In

clus

ive

Gro

wth

Ski

ll de

velo

pmen

t &

sust

aina

ble

livel

ihoo

ds;

elem

enta

ry

educ

atio

n &

heal

thca

re

Ten

fully

ope

ratio

nal s

kill

deve

lopm

ent c

entre

’s o

pene

d.

Cen

tre’s

loca

ted

in J

aipu

r, Ko

lhap

ur, C

oim

bato

re, P

atna

, H

yder

abad

, Che

nnai

, Ban

galo

re,

Pune

, Guw

ahat

i and

Dur

g. E

lem

enta

ry e

duca

tion

proj

ects

in

Raja

stha

n an

d C

hhat

tisga

rh.

Hea

lthca

re p

rogr

amm

es in

Pur

i (O

dish

a), M

ehsa

na (G

ujar

at),

Bara

n (R

ajas

than

) and

Pun

e (M

ahar

asht

ra)

14.2

14.2

14.2

ICIC

I Fo

unda

tion




6. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

The CSR Committee hereby confirms that the implementation and monitoring of CSR activities is in compliance with CSR objectives and the CSR Policy of the Company.

M.K. Sharma Bhargav DasguptaCSR Committee Chairman Managing Director & CEO

46


ANNEXURE ‘B’

FORM NO. MR-3SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2015[Issued in Pursuance to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with modifications as deemed necessary, without changing the substance of format given in MR-3]

To,The Members,ICICI Lombard General Insurance Company Limited.ICICI LOMBARD House, 414, Veer Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai 400025.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ICICI Lombard General Insurance Company Limited (CIN U67200MH2000PLC129408) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

A. In expressing our opinion it must be noted that- i. Maintenance of secretarial record is the

responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

ii. We have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis of our opinion.

iii. We have not verified correctness and appropriateness of financial records and books of accounts of the Company.

iv. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

v. The compliance and provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

vi. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

B. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-process (duly evolved) and compliance-mechanism in place to the extent and as applicable to the Company (being an unlisted entity) in the manner and subject to the reporting made hereinafter:

C. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015 according to the provisions of:




I. The Companies Act, 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. None of the Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are applicable to the Company except The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

VI. And the Company being in the business of Insurance other than Life Insurance, the Special Act as applicable to it is the Insurance Laws (Amendment) Act, 2015 and extant Rules & Regulation framed under Insurance Regulatory and Development Authority Act,1999 (IRDAI).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above including the compliance of the Corporate Governance Guidelines issued by IRDAI.

D. We further report that-- I. The Board of Directors of the Company

is duly constituted with proper balance of Executive Directors, Non-executive Directors and Independent Directors. The changes in the composition of the Board of Directors that

took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

II. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the Meeting and for meaningful participation at the Meeting.

III. Majority decision is carried through while the dissenting Members’ views are captured and recorded as part of the minutes.

E. We further report that there are adequate systems and process in the Company commensurate with its size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

F. We further report that during the audit period none of the following events has taken place-

I. Public/Rights/Preferential Issue of Shares/Debentures/Sweat equity etc.

II. Redemption/buy back of securities

III. Major decision taken by the Members in pursuance to section 180 of the Companies Act, 2013.

IV. Merger/Amalgamation/Reconstruction, etc.

V. Foreign Technical Collaborations.

For Dholakia & Associates LLP,(Company Secretaries)

CS Bhumitra V. DholakiaDesignated Partner

FCS-977 CP No. 507Mumbai, April 24, 2015

48


ANNEXURE ‘C’

EXTRACT OF ANNUAL RETURNas on the financial year ended March 31, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

FORM NO. MGT - 9

I. Registration and Other Details:

CIN U67200MH2000PLC129408 Registration Date October 30, 2000 Name of the Company ICICI Lombard General Insurance Company LimitedCategory/Sub-Category of the Company Company Having Share Capital// Indian non-government of

the Company Address of the registered office and contact details

ICICI Lombard House, 414, Veer Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai – 400025 Gopal Balachandran/Vikas Mehra Tel No. : +91-22-6196 1100 Fax No. : +91-22-6196 1323

Whether listed company Yes/No NoName, Address and Contact details of Registrar and Transfer Agent, if any

3i Infotech Limited, International Infotech Park, Tower 5, 3rd Floor, Vashi Railway Station Complex, Vashi, Navi Mumbai – 400073 Tel No. : +91-22-6792 8000 Fax No.: +91-22-6792 8099

II. Principal Business Activities of the Company All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Name and Description of main products /service

NIC Code of the Product/Service

% to the total turover of the Company

General Insurance 6512 100%

III. Particulars of Holding, Subsidiary and Associate Companies

Name and address of the Company

CIN/GLN Holding/ Subsidiary/Associate

% of Shares Held

Applicable Section

ICICI Bank Limited, ICICI Bank Towers, Bandra-Kurla Complex, Mumbai - 400051

L65190GJ1994PLC021012

Holding Company

72.97 2(46)




IV.

Shar

ehol

ding

Pat

tern

(Equ

ity S

hare

Cap

ital B

reak

up a

s Pe

rcen

tage

of T

otal

Equ

ity)

(i)

Ca

tego

ry-w

ise

Shar

ehol

ding

Sl

No.

Cate

gory

of

shar

ehol

ders

No.

of S

hare

s he

ld a

t the

beg

inni

ng o

f the

yea

r N

o. o

f Sha

res

held

at t

he e

nd o

f the

yea

r

% c

hang

e

durin

g

the

year

Dem

atPh

ysic

alTo

tal

% o

f

Tota

l

Shar

es

Dem

atPh

ysic

alTo

tal

% o

f

Tota

l

Shar

es

APr

omot

ers

(1

)In

dian

a)In

divi

dual

/HU

F

b)C

entr

al G

ovt

- -

- -

- -

- -

-

c)S

tate

Gov

t(s)

- -

- -

- -

- -

-

d)B

odie

s C

orp.

- -

- -

- -

- -

-

e)B

anks

/FI

325,

883,

744

- 32

5,88

3,74

4 7

3.22

32

5,88

3,74

4 -

325

,883

,744

7

2.97

(0

.25)

f)A

ny O

ther

- -

- -

- -

- -

-

Sub-

Tota

l (A

) (1)

:-32

5,88

3,74

4 -

325,

883,

744

73.

22

325,

883,

744

- 3

25,8

83,7

44

72.

97

(0.2

5)

(2

)Fo

reig

n -

a)N

RIs

-

Indi

vidu

als

- -

- -

- -

- -

-

b)O

ther

-

Indi

vidu

als

- -

- -

- -

- -

-

c)B

odie

s C

orp.

114,

499,

002

- 11

4,49

9,00

2 2

5.73

11

4,49

9,00

2 -

114,

499,

002

25.6

4 (0

.09)

d)B

anks

/FI

- -

- -

- -

- -

-

e)A

ny O

ther

- -

- -

- -

- -

-

Sub-

Tota

l (A)

(2) :

-11

4,49

9,00

2 -

114,

499,

002

25.

73

114

,499

,002

-

114

,499

,002

25

.64

(0.0

9)

Tota

l Sha

reho

ldin

g

of P

rom

oter

(A) =

(A)(1

)+(A

)(2)

440,

382,

746

- 44

0,38

2,74

6 9

8.95

4

40,3

82,7

46

- 4

40,3

82,7

46

98.6

1 (0

.34)

50


Sl

No.

Cate

gory

of

shar

ehol

ders

No.

of S

hare

s he

ld a

t the

beg

inni

ng o

f the

yea

r N

o. o

f Sha

res

held

at t

he e

nd o

f the

yea

r

% c

hang

e

durin

g

the

year

Dem

atPh

ysic

alTo

tal

% o

f

Tota

l

Shar

es

Dem

atPh

ysic

alTo

tal

% o

f

Tota

l

Shar

es

B Pu

blic

Shar

ehol

ding

(1

)In

stitu

tions

-

- -

- -

- -

- -

a)M

utua

l Fun

ds /

UTI

-II

- -

- -

- -

- -

-

b)B

anks

/FI /

UTI

-I -

- -

- -

- -

- -

c)C

entr

al G

ovt

- -

- -

- -

- -

-

d)S

tate

Gov

t(s)

- -

- -

- -

- -

-

e)Ve

ntur

e C

apita

l

Fund

s

- -

- -

- -

- -

-

f)In

sura

nce

Com

pani

es

- -

- -

- -

- -

-

g)FI

Is -

- -

- -

- -

- -

h)Fo

reig

n Ve

ntur

e

Cap

ital F

unds

- -

- -

- -

- -

-

i)O

ther

(spe

cify

) -

- -

- -

- -

- -

Fore

ign

Ban

ks -

- -

- -

- -

- -

FII -

DR

- -

- -

- -

- -

-

Sub-

Tota

l (B)

(1) :

- -

- -

- -

- -

- -

(2)

Non

-Inst

itutio

ns -

- -

- -

- -

- -

a)

Bodi

es C

orp.

- -

-

i)In

dian

7,

000

- 7,

000

0.00

435

,234

-

435

,234

0

.10

0.1

0

ii)

Ove

rsea

s -

- -

- -

- -

- -




Sl

No.

Cate

gory

of

shar

ehol

ders

No.

of S

hare

s he

ld a

t the

beg

inni

ng o

f the

yea

r N

o. o

f Sha

res

held

at t

he e

nd o

f the

yea

r

% c

hang

e

durin

g

the

year

Dem

atPh

ysic

alTo

tal

% o

f

Tota

l

Shar

es

Dem

atPh

ysic

alTo

tal

% o

f

Tota

l

Shar

es

b)

Indi

vidu

als

- -

- -

- -

- -

-

i)In

divi

dual

shar

ehol

ders

hold

ing

nom

inal

sha

re

capi

tal u

pto

`1

lakh

436,

333

103,

218

539,

551

0.1

2 5

27,8

66

156

,568

6

84,4

34

0.1

5 0

.03

ii)

Indi

vidu

al

shar

ehol

ders

hold

ing

nom

inal

sha

re

capi

tal e

xces

s

of `

1 la

kh

3,96

9,33

723

,300

3,99

2,63

7 0

.90

4,1

86,0

36

700

,700

4

,886

,736

1

.09

0.1

9

c)

Othe

rs (s

peci

fy)

- -

- -

- -

- -

-

Trus

t -

- -

- -

- -

- -

Dire

ctor

s &

thei

r R

elat

ives

(Res

iden

t)

- -

- -

- -

- -

-

Non

-Res

iden

t

Indi

an D

irect

ors

--

--

--

--

-

Fore

ign

Nat

iona

ls

--

--

--

--

-

Non

-Res

iden

t

Indi

ans

129,

650

-12

9,65

0 0

.03

189

,650

-

189

,650

0

.04

0.0

1

Cle

arin

g

Mem

ber

--

--

--

--

-

52


Sl

No.

Cate

gory

of

shar

ehol

ders

No.

of S

hare

s he

ld a

t the

beg

inni

ng o

f the

yea

r N

o. o

f Sha

res

held

at t

he e

nd o

f the

yea

r

% c

hang

e

durin

g

the

year

Dem

atPh

ysic

alTo

tal

% o

f

Tota

l

Shar

es

Dem

atPh

ysic

alTo

tal

% o

f

Tota

l

Shar

es

Hin

du

Und

ivid

ed

Fam

ilies

3,93

2-

3,93

20.

00 1

5,23

2 -

15,

232

0.00

0.00

Fore

ign

Com

pani

es

Fore

ign

Bod

ies

- DR

--

--

--

--

NR

I - D

R-

--

--

--

-

Sub-

tota

l (B)

(2) :

-4,

546,

252

126,

518

4,67

2,77

0 1

.05

5,35

4,01

885

7,26

86,

211,

286

1.3

9 0.

34

Tota

l Pub

lic

Shar

ehol

ding

(B) =

(B)(1

)+(B

)(2)

4,54

6,25

212

6,51

84,

672,

770

1.0

5 5

,354

,018

8

57,2

68

6,2

11,2

86

1.3

9 0

.34

CSh

ares

hel

d by

Cust

odia

n fo

r

GDRs

& A

DRs

--

--

--

--

-

Gran

d To

tal

(A+

B+C)

444,

928,

998

126,

518

445,

055,

516

100

.00

445

,736

,764

8

57,2

68

446

,594

,032

1

00.0

0 -




(ii) Shareholding of Promotors

Sl.

No.

Shareholder’s

Name

Shareholding at the beginning of the year Shareholding at the end of the year

% change in

shareholding

during the year

No. of Shares % of total

Shares

of the

Company

% of Shares

Pledged/

encumbered to

total shares

No. of Shares % of total

Shares

of the

Company

% of Shares

Pledged/

encumbered to

total shares

1 ICICI Bank

Limited

325,883,744 73.22 - 325,883,744 72.97 - (0.25)

2 FAL

Corporation

114,499,002 25.73 - 114,499,002 25.64 - (0.09)

Total 440,382,746 98.95 - 440,382,746 98.61 - (0.34)

Note: There is no change in the number of shares held by the promoter companies. However, the percentage of the shareholding has

changed during the year due to ESOP allotments.

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

At the beginning of the yearICICI Bank Limited 325,883,744 73.22 - - FAL Corporation (an affiliate of Fairfax Financial Holdings Limited)

114,499,002 25.73 - -

date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):

- - - -

At the end of the yearICICI Bank Limited 325,883,744 72.97 - - FAL Corporation 114,499,002 25.64 - -

Note : There is no change in the shareholding of promoters group.

54


(iv)

Shar

ehol

ding

Pat

tern

of t

op te

n Sh

areh

olde

rs (o

ther

than

Dire

ctor

s, P

rom

oter

s an

d Ho

lder

s of

GDR

s an

d AD

Rs):

Sl

No

Shar

ehol

ding

at t

he

begi

nnin

g of

the

year

Dat

e w

ise

Incr

ease

/

Dec

reas

e in

sha

reho

ldin

g

durin

g th

e ye

ar s

peci

fyin

g

the

reas

ons

for i

ncre

ase/

decr

ease

(e.g

. allo

tmen

t/

tran

sfer

/bon

us/ s

wea

t

equi

ty e

tc)

Shar

ehol

ding

at t

he e

nd o

f

the

year

Mar

ch 3

1, 2

015

Cum

mul

ativ

e Sh

areh

oldi

ng

durin

g th

e ye

ar

For E

ach

of th

e to

p 10

Sha

reho

lder

sN

o. o

f

Shar

es

% o

f tot

al

shar

es o

f

the

Com

pany

No.

of

Shar

es

% o

f tot

al

shar

es o

f

the

Com

pany

No.

of

Shar

es

% o

f tot

al

shar

es o

f

the

Com

pany

1S

ande

ep B

akhs

hi 5

91,2

50

0.1

3 1

08,7

50

Allo

tmen

t 7

00,0

00

0.1

6 -

-

2N

eele

sh G

arg

55,

000

0.0

1 4

05,0

00

Allo

tmen

t 4

60,0

00

0.1

0 -

-

3IV

F Tr

uste

e C

ompa

ny P

rivat

e Li

mite

d -

- 4

25,0

00

Allo

tmen

t 4

25,0

00

0.1

0 -

-

4R

akes

h Ja

in 3

37,5

00

0.0

8 -

- 3

37,5

00

0.0

8 -

-

5V

init

Ash

ok P

rabh

u 8

2,00

0 0

.02

153

,000

A

llotm

ent

235

,000

0

.05

- -

6A

nuj G

ulat

i 1

90,0

00

0.0

4 -

- 1

90,0

00

0.0

4 -

-

7R

ajiv

e Ku

mar

asw

ami

175

,000

0

.04

(50,

000)

Tra

nsfe

r 1

25,0

00

0.0

3 -

-

8R

itesh

Kum

ar 1

22,5

00

0.0

3 -

- 1

22,5

00

0.0

3 -

-

9A

jay

Kum

ar B

ansa

l 7

4,00

0 0

.02

37,

875

Allo

tmen

t 1

11,8

75

0.0

3 -

-

10H

itesh

Cha

ndra

kant

Kot

ak 2

6,00

0 0

.01

75,

000

Allo

tmen

t 1

01,0

00

0.0

2 -

-

(v)

Shar

ehol

ding

of D

irect

ors

and

Key

Man

ager

ial P

erso

nnel

:

Sl

No

For E

ach

of th

e D

irect

ors

and

KMP

Shar

ehol

ding

at t

he

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VI. Remuneration of Directors and Key Managerial PersonnelA. Remuneration to Managing Director, whole-time Directors and/or Manager:

(` in 000’s)Sr. No

Particulars of Remuneration Bhargav Dasgupta Managing

Director & CEO

Neelesh Garg Executive

Director

Alok Agarwal Executive

Director

1 Gross salary(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

56,598 34,127 32,371

(b) Value of perquisites u/s 17(2) Income-tax Act, 19611

444 35,721 6

(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

- - -

2 Stock Options - -3 Sweat Equity - - -4 Commission - - -

- as % of profit- others, specify…

5 Others - Retirals2 1,599 759 857Total (A) 58,640 70,607 33,233

1. The perquisites relate to the stock options granted by the Company and as exercised by the Director in FY2015.

2. Provisions towards gratuity, leave accrued and long term performance pay are determined actuarially on an overall basis and accordingly

have not been considered for the above disclosure.

B. Remuneration to other Directors:1. Independent Directors

(` in 000’s)Sr. No

Particulars of RemunerationName of Director

Dileep Choksi Ashvin Parekh M.K.SharmaFee for attending Board/Committee Meeting 560 420 800Commission - - -Others, please specify - - -Total B (1) 560 420 800

56


2. Other Non-executive Directors

(` in 000’s)Sr. No

Particulars of Remuneration

No attending fees for Board/Committee or Commission is being paid to Non Executive Directors

Fee for attending Board/Committee MeetingCommissionOthers, please specifyTotal B (2)Total B = B(1) + B(2) 560 420 800

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(` in 000’s)Sr. No Particulars of Remuneration

Name of Key Managerial PersonnelGopal

Balachandran Chief Financial

Officer

Vikas Mehra Company Secretary

Gross salary(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

13,869 4,086

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 - -Stock Options - -Sweat Equity - -Commission - -- as % of profit- others, specify…Others, Retirals* 386 101 Total (C) 14,255 4,187

*Provisions towards gratuity, leave accrued and long term performance pay are determined actuarially on an overall basis and accordingly

have not been considered for the above disclosure.

VII. Penalties/Punishment/Compounding of Offences :

Type Section of the Companies Act

Brief Description Details of Penalty/ Punishment/Compouding

fees imposed

Authority [RD / NCLT/ COURT]

NIL NIL NIL NIL




ANNEXURE ‘D’

Particular of Contract and arrangement under section 188The details of materially significant related party transactions entered by ICICI Lombard with related parties (in the ordinary course of its business and on an arm’s length basis) above the defined threshold, as prescribed under Section 188(1) of the Companies Act, 2013 and Rule 15 of the Companies (Meetings of Board and its Power) Rules, 2014 are as under :

Sr. no.

Nature of contracts/transactions

Name of the related party

Nature of relationship

Duration of contracts

Salient Terms of contracts/ transactions

Amount(` in million)

1 Term deposits placed with the Bank

ICICI Bank Limited

Parent Various maturities

Interest at applicable interest rate

1,900.0

2 Purchase of certificate of deposits, bonds and debentures of third parties

ICICI Bank Limited

Parent - At market price 697.5

ICICI Securities Limited

FellowSubsidiary

- At market price 2,595.0

ICICI Prudential Life Insurance Company Limited

FellowSubsidiary


3 Sale of certificate of deposits, bonds and debentures of third parties

ICICI Prudential Life Insurance Company Limited

FellowSubsidiary


4 Commission income on insurance products

ICICI Bank Limited

Parent 3 years Commission for corporate agency service to solicit and procure the same and distribution of the policies

677.2

58


ICICI Lombard General Insurance Company Limited (“ICICI Lombard”) is fully committed to follow sound corporate governance practices and uphold the highest business standards in conducting business. ICICI Lombard continues to focus on building trust with shareholders, policyholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values. It also aims to increase and sustain its corporate value through growth and innovation.

ICICI Lombard’s governance framework encompasses not only regulatory and legal requirements but also several voluntary practices aimed at maximising shareholders’ value legally, ethically and on a sustainable basis.

I. Management Structure ICICI Lombard has a multi-tier management structure, comprising the Board of Directors at the apex and followed by employees at top management, senior management, middle management and junior management positions to ensure that:

Strategic supervision is provided by the Board; Control and implementation of ICICI Lombard’s strategy is achieved effectively; Operational management remains focused on implementation; Information regarding ICICI Lombard’s operations and financial performance

is made available to stakeholders; Delegation of decision making with accountability is achieved; Financial and operating control and integrity are maintained at an optimal level; Risk is suitably evaluated and dealt with; Compliance with applicable acts and regulations is achieved; Corporate culture that recognises and rewards adherence to ethical standards

is developed.

This multi-tier management structure besides ensuring greater management accountability and credibility facilitates increased autonomy of businesses, performance discipline and development of business leaders, leading to enhanced public confidence.

II. Board StructureAt March 31, 2015, ICICI Lombard’s Board of Directors consisted of eleven members. Out of the eleven members of the Board, four are nominated by ICICI Bank Limited (ICICI Bank), two are nominated by Fairfax Financial Holdings Limited (Fairfax), three are Independent Directors and two are Wholetime Directors including the Managing Director & CEO. Except the Wholetime Directors, all

Corporate Governance



other Directors, including the Chairperson of the Board, are Non-executive Directors. The composition of Board of Directors is in compliance with provisions of the Companies Act, 2013 and in accordance with Corporate Governance Guidelines prescribed for insurance companies by IRDAI. There is a clear segregation of responsibility and authority between the Chairperson and the Wholetime Directors. The Board functions either as an entity per se, or through various Committees constituted to oversee specific

operational areas. There is an appropriate mix of Executive, Non-executive and Independent Directors to maintain the professionalism and independence of the Board. The Independent Directors are eminent personalities with significant expertise in the fields of accountancy, banking, finance, law, strategy, insurance and economics. None of the Directors are related to any other Director or employee of ICICI Lombard. Manalur Sandilya, Appointed Actuary of ICICI Lombard is a permanent invitee of the Board Meeting.

Composition of the Board of Directors

Name of the Director Category Qualification Field of SpecialisationChanda Kochhar (DIN: 00043617)

Chairperson, Non- Executive, Nominee of ICICI Bank

B.A, MBA, ICWA, MMS (Finance)

Banking & finance

R. Athappan (DIN: 00915847

Non- Executive, Nominee of Fairfax

B.E. (Electrical), A.I.I.I.

Insurance

Dileep Choksi (DIN:00016322)

Non- Executive, Independent

F.C.A, LL.B, ICWA Accounting, Taxation, Corporate Restructuring and Mergers & Acquisitions

Ashvin Parekh (DIN:06559989)


F.C.A, AICWA, AICSA,Executive MBA, Insead Paris

Business strategy, Corporate planning, business transformation across various industries

Zarin Daruwala (DIN:00034655)

Non- Executive, Nominee of ICICI Bank

A.C.A, A.C.S Banking & finance

N. S. Kannan (DIN:00066009)


B.E. (Hon), PGDM, IIM, Bangalore, CFA

Banking & finance

S. Mukherji (DIN:00057492)


B.A. (Eco.), M.Sc Economics (London School of Economics), MMS

Banking & finance

Chandran Ratnaswami (DIN:00109215)

Non- Executive, Nominee of Fairfax

B.E. (Civil), MBA. Investment & insurance

M. K. Sharma (DIN:00327684)


B.A., LL.B, Diploma in Personnel Management

Corporate law, human resources management & risk management

Bhargav Dasgupta (DIN:00047728)

Managing Director PGDM, IIM Bangalore, B.E. (Mechanical)

Banking & insurance.

60


Name of the Director Category Qualification Field of SpecialisationAlok Kumar Agarwal (DIN:03434304)

Executive Director B.E. (Chemical) PGDM, IIM Calcutta

Banking & insurance.

Neelesh Garg (DIN: 03435242) (upto February 2, 2015)

Executive Director PGDM, IIM Bangalore

Banking & insurance

Corporate Governance (Contd.)

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other board business. The Board met five times in the year under review on April 18, 2014, July 17, 2014, October 15, 2014, January 14, 2015 and March 31, 2015. The Chairman of respective Committees briefs the Board regarding key matters deliberated during the Committee Meetings. The attendance record of the Directors is set out in the following table:

Name of the Director Number of Board Meetings attended

during the yearChanda Kochhar 5/5R. Athappan 1/5Dileep Choksi 4/5Zarin Daruwala 4/5N. S. Kannan 5/5S. Mukherji 5/5Chandran Ratnaswami 2/5

M. K. Sharma 5/5Ashvin Parekh 4/5Bhargav Dasgupta 5/5Alok Kumar Agarwal 5/5Neelesh Garg (upto February 2, 2015)

4/5

III. Board Committees (‘the Committees’)The Board has constituted following Committees:

(i) Board Nomination and Remuneration Committee(ii) Investment Committee(iii) Audit Committee(iv) Risk Management Committee

(v) Policyholder Protection Committee(vi) Corporate Social Responsibility Committee

In addition to above, the Board has also constituted Bank Operation Committee and Share Transfer & Investor Grievance Redressal Committee comprising Non-executive Director, Wholetime Director and Executives. The terms of reference of the Committees of the Board are determined by the Board from time to time. Minutes of the Committee Meetings are placed before the Board for its information. The Chairman of the respective Committees briefs the Board on deliberations taken place at the Committee Meetings in relation to important discussions, noting and approvals. The role and composition of these Committees, alongwith the number of Meetings held during FY2015 and the attendance of the members are provided below:

(i) Board Nomination and Remuneration Committee Terms of referenceThe functions of this Committee include identification of persons who are qualified to become Directors and who may be appointed as senior management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Director’s performance, formulation of Remuneration Policy to include recommendation of remuneration for Directors, key managerial personnel and senior management, approval of the policy for and quantum of bonus/long term performance pay payable to the members of the staff and Wholetime Directors of ICICI Lombard, framing of guidelines for the Employees Stock Options Scheme and recommendation of the grant of stock options to the employees and Wholetime Directors of ICICI Lombard.



CompositionIn terms of the provisions of Companies Act, 2013, the Board Nomination and Remuneration Committee (the Committee) comprises four Non-executive Directors, two of whom are Independent Directors. The Committee was chaired by M. K. Sharma, an Independent Director.

The composition of the Committee is given below along with the attendance of the members. The Committee met four times in the year under review on April 18, 2014, July 17, 2014, January 14, 2015 and March 31, 2015.

Attendance record of the Members:

Name of Member Number of Meetings Attended

M. K. Sharma, Chairman

4/4

Chanda Kochhar, Non-executive Director

4/4

Chandran Ratnaswami, Non-executive Director

2/4

Dileep Choksi, Non-executive Director

3/4

(ii) Investment CommitteeTerms of referenceThe functions of the Committee include overseeing the implementation of the investment policy approved by the Board from time to time, reviewing the said policy, periodical updation to the Board with regard to investment activities of ICICI Lombard, reviewing the investment strategies adopted from time to time and giving suitable directions as needed in the best interest of ICICI Lombard, reviewing the broker policy and making suitable amendments from time to time and reviewing counter party/intermediary exposure norms.

In addition to the above, the Committee also supervises the asset allocation strategy to ensure financial liquidity, security and diversification through liquidity

contingency plan and asset liability management policy. The Committee also oversees the assessment, measurement and accounting for other than temporary impairment in investments in accordance with the policy adopted by ICICI Lombard and reviews the broker empanelment/de-empanelment on an annual basis.

CompositionThe Investment Committee (the Committee) comprises two Non-executive Directors, one Executive Director, the Appointed Actuary of ICICI Lombard, the Chief-Investments and the Chief Financial Officer. The Committee was chaired by Chandran Ratnaswami, a Non-executive Nominee Director.

The composition of the Committee is given below along with the attendance of the members. The Committee met four times in the year under review on April 18, 2014, July 17, 2014, October 14, 2014 and January 14, 2015.



Chandran Ratnaswami1, Chairman

1/4

N. S. Kannan, Non-executive Director

4/4

Bhargav Dasgupta, Managing Director & CEO

4/4

Manalur Sandilya, Appointed Actuary

3/4

S. Gopalakrishnan, Chief- Investments

4/4

Gopal Balachandran, Chief Financial Officer

4/4

1.The Meetings of the Committee held on April 18, 2014, July 17, 2014 and October 14, 2014, were chaired by N. S. Kannan in absence of Chandran Ratnaswami, Chairman of the Committee. The Meetings held on April 18, 2014 and July 17, 2014 were attended by Chandran Ratnaswami through con-call.

62


(iii) Audit CommitteeTerms of reference The functions of the Committee include overseeing the ICICI Lombard’s financial reporting process under Indian GAAP and US GAAP and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible, recommending the appointment/removal of external auditor(s), fixation of audit fee and payment for any other services, review of the quarterly and annual financial statements before submission to the Board including management report and solvency margin position, review and monitor the auditor’s independence and performance, effectiveness of audit process, reviewing with the management, external auditors and internal auditors, evaluation of internal control systems, discussion with external auditors before the audit commences, the nature and scope of audit as well as post-audit discussion to ascertain any area of concern, reviewing the adequacy of internal audit function, reporting structure coverage and frequency of internal audit, discussion with internal auditors any significant findings and follow up there on, reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature, review of functioning of Whistle Blower Policy and reporting the matter to the Board, review of compliance, show cause/inspection and audit reports, review ICICI Lombard’s financial and risk management policies and looking into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, approval or any subsequent modification of transactions of ICICI Lombard with related parties, scrutiny of inter-corporate loans and investments, valuation of undertakings or assets of ICICI Lombard, wherever it is necessary and monitoring the end use of funds raised through public offers and related matters, review of Policy on appointment of insurance agents.


CompositionThe Audit Committee (the Committee) comprises five Non-executive Directors, three of whom are Independent Directors. The Managing Director & CEO, the Executive Directors, the Chief Financial Officer and the Chief Risk Officer, Internal Auditor, the Head of Group Internal Audit, Statutory Auditors and their representatives, Compliance Officer and other officials at senior management level are invitees to the Audit Committee. The Committee was chaired by Dileep Choksi, an Independent Director. All members of the Committee are financially literate and the Chairman has accounting and financial expertise.

The composition of the Committee is given below along with the attendance of the members. The Committee met five times in the year under review on April 18, 2014, June 20, 2014, July 16, 2014, October 14, 2014 and January 14, 2015.



Dileep Choksi, Chairman

5/5

R. Athappan, Non-executive Director

1/5

S. Mukherji, Non-executive Director

5/5

Ashvin Parekh, Non- Executive Director

3/5

M. K. Sharma, Non- Executive Director

4/5

(iv) Risk Management CommitteeTerms of referenceThe functions of the Committee include assisting the Board in effective operation of the risk management programme by performing specialised analysis and quality reviews, maintaining a group-wide and aggregated view on the risk profile of the insurer in addition to the solo and individual risk profile, reporting



to the Board details on the risk exposures and the actions taken to manage the exposures and advising the Board with regard to risk management decisions in relation to strategic and operational matters, review of outsourcing guidelines.

CompositionThe Risk Management Committee (the Committee) has been formed in accordance with the Corporate Governance Guidelines issued by the Insurance Regulatory and Development Authority of India (IRDAI). It comprises of three Non-executive Directors and one Executive Director. The Chief Financial Officer and Chief Risk Officer and other officials at senior management level are invitees to the Committee Meetings. The Committee was chaired by S. Mukherji, a Non-executive Nominee Director.




S. Mukherji, Chairman

4/4


-

Ashvin Parekh, Non-executive Director

2/4


4/4

(v) Policyholder Protection CommitteeTerms of referenceThe functions of the Committee include putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including mis-selling by intermediaries, ensuring compliance with the statutory requirements as laid

down in the regulatory framework, reviewing the mechanism at periodic intervals, ensuring adequacy of “material information” to the policyholders to comply with the requirements laid down by the Authority both at the point of sale and at periodic intervals, reviewing the status of complaints at periodic intervals to the policyholders, providing the details of grievances at periodic intervals in such formats as may be prescribed by the Authority, providing details of Insurance Ombudsman to the policyholders, monitoring of payment of dues to the policyholders and disclosure of unclaimed amount thereof.

CompositionThe Policyholder Protection Committee (the Committee) has been formed in accordance with the Corporate Governance Guidelines issued by IRDAI. It comprises three Non-executive Directors and one Executive Director. The Committee was chaired by M. K. Sharma, an Independent Director.





4/4


4/4

Chandran Ratnaswami, Non-executive Director

1/4


4/4

(vi) Corporate Social Responsibility CommitteeTerms of referenceThe functions of the Committee include review of corporate social responsibility (CSR) initiatives

64


undertaken by the ICICI Lombard, formulation and recommendation to the Board of a CSR Policy indicating the activities to be undertaken by the ICICI Lombard and recommendation of the amount of the expenditure to be incurred on such activities, review and recommend the annual CSR plan to the Board, making recommendations to the Board with respect to the CSR initiatives, monitor the CSR activities, implementation and compliance with the CSR Policy and to review and implement, if required, any other matter related to CSR initiatives as recommended/suggested by Companies Act.

CompositionThe Corporate Social Responsibility Committee (the Committee) has been formed in accordance with the provisions of the Companies Act, 2013. The Committee was constituted in the Board Meeting held on April 18, 2014. It comprises of three Non-executive Directors and one Executive Director. The Committee was chaired by M. K. Sharma, an Independent Director.

The composition of the Committee is given below along with the attendance of the members. The Committee met two times in the year under review on October 14, 2014 and January 14, 2015.




2/2


2/2


-


2/2

Independent Director’s MeetingThe code of conduct for Independent Directors prescribed vide Schedule IV of the Companies Act, 2013, provides for an evaluation mechanism for the Board/Chairperson/Non-executive Directors/Wholetime Directors which would need to be done at a separate Meeting of Independent Directors, without the attendance of Non-independent Directors and members of management.

Independent Directors of ICICI Lombard met on March 31, 2015 for FY2015 without the presence of Executive Directors, Non-executive Directors and management personnel to discuss the framework for evaluation of Directors. They also have a separate Meeting every quarter with the Non-executive Chairperson, without any of the Executive Directors being present, to discuss issues and concerns, if any.

Evaluation MechanismThe Companies Act, 2013 provided that every listed company and such other class of companies as may be prescribed shall carry out evaluation of every Director’s performance. The Companies Act, 2013 has also prescribed the code of conduct (the Code) for Independent Directors which provided that the Independent Directors shall meet atleast once in a year to review the performance of Non-independent Directors and the Board as a whole and the Chairperson of the Company. The Code also mentioned that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

Accordingly, the Board at its Meeting held on March 31, 2015 had adopted the framework for performance evaluation of the Directors, Chairperson and the Board. The Board had also carried out an evaluation of the Committees which was based on the assessment of the compliance with the terms of reference of the Committees.

The evaluation for the Directors and the Board were done through circulation of two questionnaires, one for the Directors and the other for the Board which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Policy on Directors’ Appointment and RemunerationThe Board at its Meeting held on January 14, 2010 had approved adoption of Policy on appointment and compensation of employees (including Wholetime




Directors and senior management). The Compensation Guidelines forming part of Policy on appointment and compensation of employees was approved by the Board Nomination and Remuneration Committee at its Meeting held on April 13, 2012. The sitting fee payable to Independent Directors (other than Nominee Directors) as prescribed under the Companies Act, 2013 for attending Board and Committee Meetings was approved by the Board at its Meeting held on April 18, 2014. Further, the Board at its Meeting held on March 31, 2015 had approved the criteria for appointment of a Director, key managerial personnel and senior management.

IV. Details of Managerial Remuneration for FY2015:(i) Wholetime Directors:The Board based on the recommendation of the Board Nomination and Remuneration Committee approved revision in the remuneration, performance bonus and long term performance pay payable to the Wholetime Directors. In terms of provisions of Insurance Laws (Amendment) Act, 2015, prior approval of IRDAI is obtained to effect the remuneration of Wholetime Directors.

The details of remuneration of Wholetime Directors’ are as under:

(` 000’s)FY2014 FY2015

Salaries and allowances 80,804 123,096Contribution to provident fund

2,908 3,214

Perquisites including perquisites, tax on ESOP’s

2,611 36,170

Provisions towards gratuity, leave accrued and long term performance pay are determined actuarially on an overall basis and accordingly have not been considered for the above disclosure. The perquisites relate to the stock options granted by the Company and as exercised by the Director in FY2015.

The Managing/Wholetime Directors of the Company are granted stock options of the holding company i.e. ICICI Bank Limited (Bank) which is issued pursuant to the Employee Stock Option Scheme of the Bank.

The details of stock options granted by the Bank for FY2015 are as given below:

Names of Director Amount (in `)Bhargav Dasgupta 5,80,000Alok Kumar Agarwal 1,25,000Neelesh Garg -

(ii) Non-executive Independent Directors:Non-executive Independent Directors are appointed for their professional expertise in their individual capacity as professionals. Non-executive Independent Directors do not have any material pecuniary relationship with ICICI Lombard other than the sitting fees payable to them. The Board at its Meeting held on April 18, 2014 had increased the sitting fees of Non-executive Independent Director to ` 100,000 for attending Board Meetings and the sitting fees for attending Committee Meetings is ` 20,000.

The details of sitting fees paid to Non-executive Independent Directors are as follows:

Names of Director Amount (in `)Dileep Choksi 5,60,000M. K. Sharma 8,00,000Ashvin Parekh 4,20,000

(iii) Non-executive nominee Directors:Non-executive Nominee Directors were not paid any sitting fees during FY2015.

V. Internal ControlICICI Lombard has adopted the following Frameworks in accordance with the requirements laid down under Corporate Governance Guidelines.

(i) Internal Audit FrameworkICICI Lombard has established an internal audit framework with a risk based approach. The internal audit covers auditing of processes as well as transactions.

ICICI Lombard has designed its internal control framework to provide reasonable assurance to ensure compliance with internal policies and procedures,

66


regulatory matters and to safeguard reliability of the financial reporting and its disclosures. An annual risk-based internal audit plan is drawn up on the basis of risk profiling of the businesses/departments of ICICI Lombard which is approved by the Audit Committee. The Board/Committee considers that the internal control framework is appropriate to the business.

Internal Audit Department’s key audit findings, recommendations and compliance status of the previous key audit findings are reported to the Audit Committee. The Audit Committee actively monitors the implementation of its recommendations. The Chairman of the Audit Committee briefs the Board on deliberations taken place at the Audit Committee Meeting in relation to the key audit findings.

In accordance with IRDAI directives, ICICI Lombard carries out a concurrent audit of investment operations through a Chartered Accountant firm and reports the findings to the Audit Committee.

(ii) Risk Management FrameworkThe objective of the Risk Management Framework (the Framework) of ICICI Lombard is to ensure that various risks are identified, measured, mitigated and that policies, procedures and standards are established to address these risks for systemic response and adherence.

ICICI Lombard has identified enterprise wide risks, which are categorised under 5 broad groups namely Credit Risk, Market Risk, Underwriting Risk, Operational Risk and Strategic Risk. The broad structure of the Framework is as follows:

Risk identification, assessment and mitigation process; Risk management and oversight structure; and Risk monitoring and reporting mechanism.

As part of the Enterprises Risk Management exercise, critical risks along with the detailed mitigation plan are presented to the Risk Management Committee on a quarterly basis. The risk mitigation plans are monitored regularly by ICICI Lombard to ensure their timely and appropriate execution. ICICI Lombard further measures

each of its risk items against a set of predefined tolerance levels. These levels and the subsequent tolerance scores are classified as high, medium and low risk respectively. The risks are further monitored on a quarterly basis by using a heat map based on probability and severity. A Risk Register is maintained to capture inventory of risks that ICICI Lombard is exposed to along with mitigation and corrective action plans. The Risk Management Committee is updated on the progress on a quarterly basis.

The senior management of ICICI Lombard is responsible for periodic review of the risk management process to ensure that the process initiatives are aligned to the desired objectives. The Internal Audit Department is responsible for review of risk management processes within ICICI Lombard and for the review of self-assessments of risk management activities. Further, compliance testing is done on a periodic basis and the Risk Management Committee is kept appraised of the outcome of the same.

ICICI Lombard’s Reinsurance Program defines the retention limit for various classes of products. Further, ICICI Lombard has in place a risk retention reinsurance philosophy, which defines the product-wise retention limits on a per-risk basis as well as a retention limit on a per-event basis. The Underwriting Policy defines product-wise approval limits for various underwriters. The Investment Policy lays down the asset allocation strategy to ensure financial liquidity, security and diversification. ICICI Lombard also has in place a Capital Adequacy and Liquidity Management Framework and an Asset Liability Management Policy. These policies ensure maintenance of adequate level of capital at all times to meet diverse risk related to market and operations. The Operational Risk Policy defines the tolerance limits and lays down the framework for monitoring, supervision, reporting and management of operational risks of ICICI Lombard.

Stress testing is conducted on a periodic basis to identify and quantify the overall impact of different stress scenarios on ICICI Lombard’s financial position. These tests do not predict what will happen, but are useful for examining what might happen.

The Risks Management Framework of ICICI Lombard is overseen by the Risk Management Committee of the Board. ICICI Lombard has a Chief Risk Officer who is responsible for the implementation and monitoring of the framework.




VI. Other Information:(i) Annual General MeetingsThe details of the Annual General Meetings held in the last three years are given below:

Annual General Meeting Day, Date Time VenueTwelfth AGM Thursday, June 14, 2012 9.30 a.m. ICICI Lombard House,

414, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025

Thirteenth AGM Monday, June 17, 2013 11.15 a.m.Fourteenth AGM Friday, June 20, 2014 11.00 a.m.

Extraordinary General Meeting (EGM) ICICI Lombard held an Extraordinary General Meeting on March 4, 2015 for extending exercise period of ESOS 2005 and for appointment of Independent Directors under the Companies Act, 2013.

One special resolution was passed by requisite majority and other 3 ordinary resolution were passed unanimously.

(ii) History of Dividends declared during last five years

Financial Year Dividend Type Percentage2014-15 Final Dividend 20%2013-14 - -2012-13 - -2011-12 - -2010-11 Final Dividend 14%

(iii) Details of significant and material orders passed by the Regulators/Courts/Tribunals during the yearICICI Lombard in its ordinary course of business receives order from Regulators/Courts/Tribunals. There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of ICICI Lombard and its future operations.

(iv) Means of CommunicationICICI Lombard website www.icicilombard.com serves as a key awareness platform for all its stakeholders, allowing them to access information at their convenience. It provides comprehensive information on business segment and financial performance of ICICI Lombard. ICICI Lombard periodically publishes

its financial performance in print media and also hosts the same on its website.

In accordance with IRDAI circular no. IRDA/F&I/CIR/F&A/012/01/2010 dated January 28, 2010, half-yearly financial results of ICICI Lombard were published in two prominent daily newspapers. The quarterly, half-yearly and annual financial information are available on the website of ICICI Lombard. Additionally, the Annual Reports of ICICI Lombard are also available on the website.

(v) Corporate Identity Number (CIN)The Corporate Identity Number (CIN), allotted by Ministry of Corporate Affairs, Government of India is U67200MH2000PLC129408 and ICICI Lombard registration number is 11-129408.

(vi) Registrar and Transfer AgentsThe Registrar and Transfer Agent of ICICI Lombard is 3i Infotech Limited. Investor services related queries/requests/complaints may be directed at the address as under:

3i Infotech LimitedInternational Infotech ParkTower 5, 3rd FloorVashi Railway Station ComplexVashi, Navi Mumbai 400 703Maharashtra, IndiaTel No. : +91-22-6792 8000Fax No. : +91-22-6792 8099

68


(vii) Correspondence Address Correspondence relating to the financial performance of the Company may be addressed to:

Gopal Balachandran/Vikas MehraICICI Lombard General Insurance Company Limited414, Veer Savarkar Marg, Prabhadevi,Mumbai 400 025Tel No. : +91-22-6196 1100Fax No. : +91-22-6196 1323

Acknowledgements ICICI Lombard is grateful to the Insurance Regulatory and Development Authority of India, Reserve Bank of India, General Insurance Council and other regulatory authorities for their support and advice. The Directors also place on record their sincere thanks for the support and co-operation extended by the Policyholders, Reinsurers, Insurance Agents and Brokers.

ICICI Lombard would like to express its gratitude for the continued support and guidance received from ICICI Bank, Fairfax Financial Holdings Limited and their group companies.

The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative have made the organisation’s growth and success possible and continue to drive its progress. The Directors also wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

Chanda KochharMumbai, April 24, 2015 Chairperson


Certificate for compliance of the Corporate Governance Guidelines

I, Vikas Mehra, hereby certify that the Company has complied with the corporate governance guidelines for Insurance Companies as amended from time to time and nothing has been concealed or suppressed.

Vikas Mehra Company Secretary



Management Report

In accordance with the provisions of the Insurance Regulatory & Development Authority of India (‘IRDAI’) (Preparation of Financial Statements and Auditors’ Report of Insurance Companies) Regulations, 2002 (‘Regulation’) the following Management Report for the year ended March 31, 2015 is submitted:

1. The Company obtained Regulatory approval to undertake General Insurance business on August 3, 2001 from the Insurance Regulatory and Development Authority of India (‘IRDAI’) and holds a valid certificate of registration.

2. We certify that all the dues payable to the statutory authorities have been duly paid.

3. We confirm that the shareholding pattern and transfer of shares are in accordance with statutory and regulatory requirements.

4. The management has not invested any funds of holders of policies in India, directly or indirectly as required by IRDAI, outside India.

5. We confirm that the required solvency margin has been maintained.

6. We certify that the values of all the assets have been reviewed on the date of the Balance Sheet and that in our belief the assets set forth in the Balance Sheet are shown in aggregate at amounts not exceeding their realisable or market value under several headings - investments, agents balances, outstanding premiums, amount due from other entities carrying on insurance business, interest and dividend accrued, cash and several items specified under other accounts except unlisted equity, venture fund, securitised receipts, debt securities which are stated at cost / amortised cost.

7. The entire gross risk exposure of the portfolio consists of fire, engineering, hull, aviation,

motor, casualty, health, travel, energy, personal accident, rural and credit insurance and other lines of business.

The overall exposure is spread over various sectors including but not limited to power, textiles, heavy and light engineering, paper, services, fast moving consumer goods, auto components, etc across urban and rural segments as well as across demography.

The business underwritten pertains to the various products filed by us with IRDAI, as per the file and use procedure: this includes tariff as well as non tariff products.

While in property lines (Fire) the net retention has not exceeded ` 2,500.0 million on a PML basis (Previous year: ` 2,500.0 million) in any single risk, this also gets graded down to between ` 5.0 million to ` 2,500.0 million (Previous year: between ` 5.0 million to ` 2,500.0 million) on a case-to-case basis, depending on exposure levels and prudent underwriting standards. The excess of loss treaties protect the accumulation of the net retentions.

Further, before underwriting any major property risk, a risk inspection is carried out, and on being satisfied about the acceptability of risk, the same is accepted. In addition, various loss prevention / risk-mitigating measures are also suggested to the clients to help improve the risks.

8. We confirm that there are no operations of the Company outside India.

9. a) For ageing analysis of claims outstanding during the preceding five years, please refer Annexure 1.

b) For average claims settlement time during the preceding five years, please refer Annexure 2.

70


c) For details of claims intimated, please refer Annexure 3.

10. We certify that the Investments made in debt securities have been valued at historical cost subject to amortisation of premium / discount. The same is in accordance with the Insurance Regulatory and Development Authority of India (‘IRDAI’) (Preparation of Financial Statements and Auditors’ Report of Insurance Companies) Regulation, 2002 (‘Regulation’).

For the purpose of comparison, the fair value of debt securities has been arrived on a Yield to maturity (YTM) basis by using the appropriate discount rates derived from the yield curve data provided by the Fixed Income and Money Market Dealers Association (FIMMDA) in respect of Government Securities and Crisil Bond Valuer in respect of other debt instruments.

Listed equity securities and convertible preference shares as at the balance sheet date are stated at fair value being the last quoted closing price on NSE. However, in case of any stock not being traded on NSE, the Company has valued them based on the last quoted closing price on BSE.

Mutual fund investments are stated at fair value, being the closing net asset value as at Balance Sheet date.

Investment Properties - Real Estate is stated at historical cost less accumulated depreciation.

Investments other than those mentioned above are valued at cost.

In accordance with the Regulation, unrealised gain/loss arising due to changes in fair value of listed equity shares and mutual fund investments are taken to the ‘fair value change account’. This

balance in the fair value change account is not available for distribution, pending realisation.

The Company assesses at each Balance Sheet date whether any impairment has occurred in respect of investment in equity, units of mutual fund and investment properties. The impairment loss, if any, is recognised in the profit and loss account and the carrying value of such investment is reduced to its recoverable value. If on the assessment at each Balance Sheet date a previously impaired loss no longer exists, then such loss is reversed to the profit and loss account and the investment is restated to that extent.

11. Investments as at March 31, 2015 amount to ` 101,997.2 million (Refer Schedule 8, Previous year: ` 93,089.8 million). Income from Investments amounted to ` 9,280.3 million (Previous year: ` 7,876.7 million).

Investments other than deposits with the banks, units of mutual fund, units of venture fund and security receipts are only in regularly traded instruments in the secondary markets. The Company’s debt investment comprises largely of government securities, AAA and AA/P1+ rated security.

All are performing investments with no arrears of any payments due. Investments are managed in consonance with the investment policy framed from time to time by the Board and are within the investment regulation and guidelines of IRDAI.

12. We also confirm:

(a) in the preparation of financial statements, the applicable accounting standards, principles and policies have been followed along with proper explanations relating to material departures, if any;

Management Report (Contd.)



(b) the management has adopted accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended and of the operating profit and of the profit of the Company for the year ended;

(c) the management has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the applicable provisions of the Insurance Act, 1938 (4 of 1938)/ Companies Act, 1956 (1 of 1956)/ Companies Act, 2013 (to the extent

notified), for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the management has prepared the financial statements on a going concern basis;

(e) the management has ensured that an internal audit system commensurate with the size and nature of the business exists and is operating effectively.

13. For payments made to individuals, firms, companies and organisations in which Directors are interested, please refer to Annexure 4.


Chanda Kochhar S. MukherjiChairperson Director

Dileep Choksi Bhargav DasguptaDirector Managing Director & CEO

Alok Kumar Agarwal Gopal BalachandranExecutive Director Chief Financial Officer

Vikas MehraCompany SecretaryMumbai, April 24, 2015

72


Details of Claims Outstanding during the preceding five years

Annexure -1

As at March 31, 2015 Product Fire Marine Cargo Marine Others Motor OD Motor TP Workmen’s

Compensation

Public/Product

Liability

Period No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

0-30 days 445 16,375.4 1,147 6,216.5 7 1,604.4 30,272 52,827.9 1,701 233,447.2 97 2,463.2 7 429.5

30 days to

6 Months

302 11,651.5 1,401 4,084.0 11 2,871.3 9,105 6,145.5 7,702 16,971.0 448 725.6 6 63.6

6 Months

to 1 Year

532 15,732.7 227 1,804.2 9 1,648.2 306 839.8 7,294 16,674.3 210 255.0 6 120.4

1 Year to

5 Years

931 19,106.1 190 3,378.6 43 2,916.9 47 165.0 32,423 80,044.9 4 5.9 14 94.5

More than

5 Years

207 2,523.3 42 154.7 63 947.4 - - 14,712 28,150.9 - - 3 4.3

Grand Total 2,417 65,389.0 3,007 15,638.0 133 9,988.2 39,730 59,978.2 63,832 375,288.3 759 3,449.7 36 712.3


Compensation

Public/Product

Liability

Period No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

0-30 days 227 17,116.5 1,496 4,055.4 19 1,695.9 25,447 39,508.2 1,636 324,243.8 265 2,250.0 7 268.0

30 days to

6 Months

317 12,236.1 1,264 3,984.2 13 1,914.3 8,018 5,426.2 7,850 14,958.0 514 558.8 2 50.8

6 Months

to 1 Year

297 4,598.9 230 1,001.2 12 376.2 448 932.0 6,876 13,339.2 252 243.2 5 6.5

1 Year to

5 Years

1,260 11,926.1 347 3,514.4 43 937.5 39 218.5 35,801 84,633.8 7 41.4 7 11.4

More than

5 Years

129 1,106.7 84 176.1 62 781.3 - - 10,062 17,637.2 - - 3 9.3

Grand Total 2,230 46,984.3 3,421 12,731.3 149 5,705.2 33,952 46,084.9 62,225 454,812.0 1,038 3,093.4 24 346.0


Compensation

Public/Product

Liability

Period No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

0-30 days 560 7,769.5 831 2,691.9 4 224.7 21,963 25,297.2 1,720 332,790.8 93 1,598.9 372 596.0

30 days to

6 Months

249 4,689.9 548 2,459.9 5 139.2 5,712 4,289.8 7,548 14,653.1 611 766.2 638 222.0

6 Months

to 1 Year

231 3,931.9 123 413.9 13 80.8 276 916.5 7,796 18,052.6 193 253.3 90 40.5

1 Year to

5 Years

1,244 20,056.6 723 5,591.0 109 1,474.8 15 73.1 41,815 91,461.5 11 20.2 51 103.8

More than

5 Years

48 628.5 11 23.1 36 2,169.0 - - 5,013 8,382.5 - - 1 3.1

Grand Total 2,332 37,076.4 2,236 11,179.8 167 4,088.5 27,966 30,576.6 63,892 465,340.5 908 2,638.6 1,152 965.4



(` in lacs)

Engineering Aviation Personal Accident Health Credit Insurance Others Grand Total

No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

373 7,254.7 11 2,038.3 1,094 12,959.0 60,818 31,127.8 27 456.5 2,400 14,488.2 98,399 381,688.6

192 3,091.4 30 514.0 764 2,634.3 4,223 3,971.1 9 61.3 1,334 2,342.0 25,527 55,126.6

93 1,581.4 76 1,578.8 151 520.6 1,100 429.9 7 33.2 251 6,056.5 10,262 47,275.0

309 9,366.9 229 5,406.0 444 1,702.4 411 743.8 32 237.6 781 15,290.9 35,858 138,459.5

166 1,125.9 8 93.8 - - - - 7 99.9 55 581.0 15,263 33,681.2

1,133 22,420.3 354 9,630.9 2,453 17,816.3 66,552 36,272.6 82 888.5 4,821 38,758.6 185,309 656,230.9

(` in lacs)


No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

157 4,391.6 29 2,108.0 578 8,366.0 504,138 34,263.3 57 566.2 2,327 27,556.7 536,383 466,389.6

240 4,247.6 43 1,691.6 1,193 1,738.0 7,931 3,499.1 34 342.9 1,456 6,686.0 28,875 57,333.7

131 7,620.4 95 457.6 266 626.5 149 198.3 19 100.2 549 11,077.9 9,329 40,577.8

512 6,801.8 123 5,928.4 703 1,555.0 366 1,302.7 10 57.0 327 5,449.4 39,545 122,377.4

82 923.0 4 20.6 - - - - 4 80.4 15 291.4 10,445 21,026.0

1,122 23,984.4 294 10,206.2 2,740 12,285.5 512,584 39,263.4 124 1,146.7 4,674 51,061.4 624,577 707,704.5

(` in lacs)


No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

458 2,592.0 11 1,583.0 975 6,566.4 724,369 32,595.3 2 155.5 1,848 12,552.0 753,206 427,013.2

202 2,132.8 74 4,106.9 1,079 1,788.8 3,378 2,383.5 12 787.9 1,114 7,428.7 21,170 45,848.7

77 2,531.1 71 1,109.0 294 865.5 241 238.9 3 3.4 97 237.0 9,505 28,674.4

397 8,325.5 83 1,527.0 174 681.3 1,698 1,347.7 37 261.4 308 8,006.6 46,665 138,930.5

26 215.4 - 0.5 - - - - 2 83.8 70 351.1 5,207 11,857.0

1,160 15,796.8 239 8,326.4 2,522 9,902.0 729,686 36,565.4 56 1,292.0 3,437 28,575.4 835,753 652,323.8

74


Details of Claims Outstanding during the preceding five years (Contd.)

Annexure -1


Compensation

Public/Product

Liability

Period No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

0-30 days 98 6,585.5 1,864 2,667.3 8 233.6 16,861 17,547.1 2,056 319,386.6 55 1,095.5 353 187.6

30 days to

6 Months

209 17,376.0 1,000 3,374.7 8 480.0 8,984 4,517.9 8,600 17,643.7 310 465.5 510 176.3

6 Months

to 1 Year

94 1,659.0 140 646.4 12 348.9 602 1,040.7 8,605 19,505.3 148 285.2 21 16.3

1 Year to

5 Years

1,271 19,894.6 631 5,462.9 144 6,818.0 362 902.0 39,880 79,128.7 54 73.8 16 92.1

More than

5 Years

24 211.6 - - 19 907.0 - - 1,284 2,227.2 - - 3 3.1

Grand Total 1,696 45,726.7 3,635 12,151.3 191 8,787.5 26,809 24,007.7 60,425 437,891.5 567 1,920.0 903 475.4


Compensation

Public/Product

Liability

Period No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

0-30 days 263 9,213.8 1,975 2,295.4 21 497.0 14,246 13,233.0 2,390 143,786.0 32 674.0 91 115.6

30 days to

6 Months

222 7,908.0 1,174 2,920.9 15 98.5 8,443 4,757.8 10,260 20,062.1 116 228.1 - 0.0

6 Months

to 1 Year

187 7,937.3 532 3,504.2 17 443.8 1,005 1,430.8 11,144 21,483.5 68 94.7 - 0.0

1 Year to

5 Years

890 22,024.7 428 2,240.9 151 9,771.4 479 1,062.0 35,939 66,647.2 94 81.2 15 45.0

More than

5 Years

17 293.7 3 4.4 18 401.7 - - 149 295.9 - - 1 5.0

Grand Total 1,579 47,377.5 4,112 10,965.8 222 11,212.4 24,173 20,483.6 59,882 252,274.7 310 1,078.0 107 165.6



(` in lacs)


No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

115 1,544.1 21 1,468.8 426 3,769.0 455,408 23,978.0 - 46.8 753 5,767.4 478,018 384,277.4

208 2,839.5 27 789.5 1,526 2,520.5 748,125 5,530.7 3 11.3 1,432 6,758.0 770,942 62,483.1

107 4,369.2 20 592.0 388 498.0 236,938 880.1 2 15.7 685 1,890.4 247,762 31,748.6

326 4,687.6 64 1,320.9 148 220.0 10,376 4,002.4 66 1,163.2 1,371 9,448.8 54,709 133,215.4

20 127.1 2 35.0 - - - - 3 - 8 244.2 1,363 3,755.8

776 13,567.5 134 4,206.2 2,488 7,007.5 1,450,847 34,391.2 74 1,237.0 4,249 24,108.8 1,552,794 615,480.3

(` in lacs)


No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount No of

Claims

Amount

129 1,364.1 22 464.8 526 2,539.5 345,054 17,810.2 35 154.8 831 6,356.7 365,615 198,504.9

183 2,759.5 30 544.4 892 958.7 19,186 2,798.8 5 32.9 1,580 2,797.9 42,106 45,867.6

99 2,387.6 9 180.8 424 535.7 20,071 1,724.7 2 2.3 632 1,828.1 34,190 41,553.5

330 5,035.2 26 802.3 463 465.0 8,630 3,090.8 33 1,085.3 727 8,254.8 48,205 120,605.8

16 371.7 - - - - 1 2.0 - - 2 0.4 207 1,374.8

757 11,918.1 87 1,992.3 2,305 4,498.9 392,942 25,426.5 75 1,275.3 3,772 19,237.9 490,323 407,906.6

76


Details of Average Claim Settlement time for the preceding five years*

Annexure -2

Particulars For the year ended

March 31, 2015

For the year ended

March 31, 2014

For the year ended

March 31, 2013

For the year ended

March 31, 2012

For the year ended

March 31, 2011

No of

claims

settled

Average

Settement

time (Days)

No of

claims

settled

Average

Settement

time (Days)

No of

claims

settled

Average

Settement

time (Days)

No of

claims

settled

Average

Settement

time (Days)

No of

claims

settled

Average

Settement

time (Days)

Fire 3,187 309 2,587 397 1,837 141 1,326 120 1,436 133

Marine Cargo 26,973 76 26,259 44 24,058 55 22,763 59 16,989 56

Marine Hull 44 842 69 1,026 56 894 74 728 54 435

Motor 763,418 12 658,080 14 544,309 15 454,501 16 451,362 17

Workmen’s

Compensation

1,689 134 1,434 148 1,149 162 699 80 577 83

Public/Product

Liability

212 52 4,125 60 13,413 58 9,784 26 11,877 28

Engineering 1,674 239 2,516 175 1,520 113 1,606 107 1,563 229

Aviation 135 246 175 296 105 256 52 177 18 99

Personal Accident 6,625 46 6,365 58 7,356 92 9,277 54 7,925 96

Health 2,584,015 9 5,698,323 13 4,443,879 15 3,827,703 15 7,620,495 15

Credit Insurance 96 270 45 119 56 598 15 165 75 222

Others 24,659 46 16,202 43 12,729 102 11,659 87 16,030 121

Total 3,412,727 11 6,416,180 14 5,050,467 16 4,339,459 16 8,128,401 16

* The above ageing does not include Motor third party claims which have to be settled through MACT and other judicial bodies

Details of Claims IntimatedAnnexure -3

Product For the year ended March 31, 2015 For the year ended March 31, 2014Claims Intimated Amount (` in lacs)* Claims Intimated Amount (` in lacs)*

Fire 3,374 42,129.4 2,485 38,404.2Marine Cargo 26,559 22,716.9 27,444 19,894.9Marine Hull 28 5,930.8 51 2,644.6Motor OD 769,196 134,008.8 664,066 121,255.9Motor TP 23,149 80,684.2 23,288 65,129.9Workmen’s Compensation 1,410 2,495.5 1,564 2,104.6Public/Product Liability 224 285.8 2,997 1,072.7Engineering 1,685 8,893.1 2,478 21,601.3Aviation 195 6,314.7 230 11,290.2Personal Accident 6,338 12,517.1 6,583 9,773.6Health 2,137,983 129,052.5 5,481,221 162.199.8Credit Insurance 54 569.3 113 1,063.4Others 24,806 71,133.1 17,439 51,626.7Grand Total 2,995,001 516,731.2 6,229,959 508,061.8

* Amount of claims intimated includes change in reserve



List of payments to parties in which Directors are interested

Annexure -4

(` in lacs)

Sl.

No.

Entity in which Director is interested Name of Director Interested as For the year ended

March 31, 2015

For the year ended

March 31, 20141 3i Infotech Limited Mr. Dileep Choksi1 Director - 94.0

Mr. H. N. Sinor2 Director2 Asian Paints Limited Mr. M.K.Sharma Director 460.9 112.73 Arvind Limited Mr. Dileep Choksi3 Director 15.4 -4 Blue Star Limited Mr. M.K.Sharma Director 9.4 3.95 Bombay Gymkhana Limited Ms. Chanda Kochhar Member 1.7 4.6

Mr. Dileep Choksi Member6 Confederation of Indian Industry Ms. Chanda Kochhar Member 8.5 8.97 Cricket Club of India Mr. Dileep Choksi Member 3.9 5.5

Mr. N. S. Kannan Member8 FAL Corporation Mr. Chandran Ratnaswami Director 2,290.0 -9 ICICI Bank Limited Ms. Chanda Kochhar Director 15,896.5 13,703.3

Mr. N. S. Kannan DirectorMr. Dileep Choksi Director

10 ICICI Foundation for Inclusive Growth Ms. Chanda Kochhar Trustee 525.6 229.3Mr. Bhargav Dasgupta TrusteeMr. N. S. Kannan Trustee

11 ICICI Home Finance Company Limited Mr. Dileep Choksi Director 224.1 206.612 ICICI Prudential Life Insurance Company Limited Ms. Chanda Kochhar Director 65.8 187.4

Mr. N. S. Kannan Director13 ICICI Securities Limited Ms. Chanda Kochhar Director 371.2 398.0

Ms. Zarin Daruwala Director14 ICICI Securities Primary Dealership Limited Mr. N. S. Kannan Chairman 18.9 6.715 International Insurance Society, New York, USA Mr. Bhargav Dasgupta Director member 3.1 -16 International Paper APPM Limited

(formerly: The Andhra Pradesh Paper Mills Ltd.)Mr. M.K.Sharma4 Director 73.3 16.5

17 JSW Steel Limited Ms. Zarin Daruwala5 Director - 5.518 KEC International Limited Mr. M.K.Sharma6 Director - 279.719 Knight Frank (India) Pvt. Ltd. Mr. Dileep Choksi Advisor 8.7 -20 Lupin Limited Mr. Dileep Choksi Director 1,146.9 289.521 McKinsey & Company Mr. H. N. Sinor2 Member - 389.522 NSE IT Limited Mr. Dileep Choksi7 Director - 19.923 Thomas Cook (India) Limited Mr. M.K.Sharma Director 1,360.2 120.124 Wipro Limited Mr. M.K.Sharma Director 1,428.7 36.925 Others9

National Sports Club Of India Ms. Zarin Daruwala MemberMr. Neelesh Garg8 Member

The Willingdon Sports Club Ms. Chanda Kochhar MemberMr. N. S. Kannan MemberMr. Bhargav Dasgupta Member

ICICI Prudential Asset Management Company Limited Ms. Chanda Kochhar DirectorMr. N. S. Kannan DirectorMr. M.K.Sharma Director

ICICI Venture Fund Management Company Limited Mr. S. Mukherji Director

Total others 1.0

1 ceased to be Director in 3i Infotech Limited w.e.f. May 13, 20132 ceased to be Director in ICICI Lombard w.e.f. April 18, 20143 appointed as Director in Arvind Limited w.e.f May 12, 20144 ceased to be Director in International Paper APPM Limited (formerly: The Andhra Pradesh Paper Mills Ltd.) w.e.f. January 23, 20155 ceased to be Director in JSW Steel Limited w.e.f. October 23, 20136 ceased to be Director in KEC International Limited w.e.f. March 31, 20147 ceased to be Director in NSE IT Limited w.e.f. August 16, 20138 ceased to be Director in ICICI Lombard w.e.f. February 2, 20159 Individual payments to parties during the year and aggregate payments during the previous year are less than ` 1 lac

Financial Statements



Independent Auditors’ Report

To the Members of ICICI Lombard General Insurance Company Limited

Report on the Financial Statements1. We have audited the accompanying financial statements of ICICI LOMBARD GENERAL INSURANCE

COMPANY LIMITED (‘the Company’), which comprise the Balance Sheet as at March 31, 2015, the Revenue accounts of fire, marine and miscellaneous insurance (collectively known as the ‘Revenue accounts’), the Profit and Loss account and the Receipts and Payments account for the year then ended, the schedules annexed there to, a summary of the significant accounting policies and other explanatory notes thereon.

Management’s Responsibility for the Financial Statements2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, underwriting results, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, the Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies Regulations), 2002 (‘the Regulations’) and orders / directions prescribed by the Insurance Regulatory and Development Authority of India (‘IRDAI’) in this behalf and current practices prevailing within the insurance industry in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act, the Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies Regulations), 2002 (‘the Regulations’) and orders / directions prescribed by the Insurance Regulatory and Development Authority of India (‘IRDAI’) in this behalf, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies Regulations), 2002 (‘the Regulations’).

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of

80


the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion8. In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act, Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Insurance Regulatory and Development Act, 1999 and in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India as applicable to insurance companies:

a. in the case of Balance Sheet, of the state affairs of the Company as at March 31, 2015; b. in the case of Revenue Account, of the operating profit in Fire and Miscellaneous business and

operating loss in Marine business for the year ended on that date; c. in the case of Profit and Loss Account, of the Profit for the year ended on that date; and d. in case of Receipts and Payments Account, of the Receipts and Payments for the year ended on that date.

Report on Other Legal and Regulatory Requirements9. As required by the Insurance Regulatory and Development Authority (Preparation of Financial Statements

and Auditor’s Report of Insurance Companies Regulations), 2002, in our opinion and according to the information and explanations give to us, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) As the Company’s accounts are centralised and maintained at the corporate office, no returns for the purposes of our audit are prepared at the branches and other offices of the Company.

(c) Proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.



(d) The Balance sheet, the Revenue account, the Profit and Loss account and the Receipts and Payments account dealt with by this report are in agreement with the books of account.

(e) The aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and with the accounting principles prescribed by the Regulations and orders/directions prescribed by IRDAI in this regard.

(f) Investments have been valued in accordance with the provisions of the Insurance Act, 1938 and Insurance Laws (Amendment) Act, 2015 (to the extent notified), the Regulations and orders/directions issued by IRDAI in this regard.

(g) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(h) The actuarial valuation of liabilities in respect of Incurred But Not Reported (‘IBNR’) and Incurred But Not Enough Reported (‘IBNER’) as at March 31, 2015, other than for reinsurance accepted from Declined Risk Pool (‘DR Pool’) has been duly certified by the Appointed Actuary of the Company and relied upon by us. The Appointed Actuary has also certified that the assumptions considered by him for such valuation are in accordance with the guidelines and norms prescribed by the IRDAI and the Actuarial Society of India in concurrence with the IRDAI. In respect of reinsurance accepted from DR Pool, IBNR / IBNER has been recognised based on estimates received from DR Pool.

10. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note no. 5.2.20 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company did not have any outstanding long term derivative contracts – Refer Note no. 5.2.21 to the financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company – Refer Note no. 5.2.22 to the financial statements.

11. Further, on the basis of examination of books and records of the Company and according to the information and explanations given to us and to the best of our knowledge and belief, we certify that:

a) We have reviewed the Management Report attached to the financial statements for the year ended March 31, 2015 and there are no apparent mistakes or material inconsistencies with the financial statements; and

82


b) Based on the information and explanations received during the course of our audit and management representation by officers of the Company charged with compliance, nothing has come to our attention which causes us to believe that the Company has not complied with the terms and conditions of the registration as stipulated by the IRDAI.

For Khandelwal Jain & Co. For Chaturvedi & Co. Chartered Accountants Chartered AccountantsFirm Regn No:105049W Firm Regn No: 302137E

Narendra Jain S N Chaturvedi Partner PartnerMembership No:048725 Membership No: 040479

Mumbai, April 24, 2015



Independent Auditors’ Certificate

In accordance with the information and explanations given to us and to the best of our knowledge and belief and based on our examination of the books and records maintained by ICICI Lombard General Insurance Company Limited (‘the Company’) for the year ended March 31, 2015, we certify that:

We have verified the cash balances maintained by the Company. As regards the securities relating to the Company’s investments, the same have been verified with the dematerialised statement / confirmations received from the custodian;

The Company is not the trustee of any trust; and

No part of the assets of the policyholders’ fund has been directly or indirectly applied in contravention to the provisions of the Insurance Act, 1938 and Insurance Laws (Amendment) Act, 2015 (to the extent notified) relating to the application and investment of the policyholders’ funds.

This certificate has been issued to comply with Schedule C of the Insurance Regulatory and Development Authority (Presentation of Financial Statements and Auditors’ Report of Insurance Companies) Regulations 2002, (‘the Accounting Regulations’), read with Regulation 3 of the Accounting Regulations and may not be suitable for any other purpose.


Narendra Jain S N Chaturvedi Partner PartnerMembership No:048725 Membership No: 040479


84


Balance Sheet at March 31, 2015

Registration No. 115 dated August 3, 2001 (` in 000’s)Schedule At March 31, 2015 At March 31, 2014

Sources of fundsShare capital 5 4,465,940 4,450,555 Reserves and Surplus 6 23,767,351 19,360,366 Share application money-pending allotment 1,986 3,069 Fair value change account 3,559,494 1,134,613 Borrowings 7 - - Total 31,794,771 24,948,603

Application of fundsInvestments 8 101,997,176 93,089,768 Loans 9 - - Fixed assets 10 3,896,625 3,894,946 Deferred tax asset (Refer note 5.2.16) 1,079,992 413,896 Current assets Cash and bank balances 11 1,416,861 1,619,661 Advances and other assets 12 28,173,237 36,430,522 Sub-Total (A) 29,590,098 38,050,183 Current liabilities 13 79,711,285 87,277,592 Provisions 14 25,057,835 23,222,598 Sub-Total (B) 104,769,120 110,500,190

Net current assets (C) = (A - B) (75,179,022) (72,450,007)Miscellaneous expenditure (to the extent not written off or adjusted)

15 - -

Debit balance in profit and loss account - - Total 31,794,771 24,948,603 Significant accounting policies and notes to accounts 16

The schedules referred to above & notes to accounts form an integral part of the Financial Statements





Vikas MehraCompany Secretary

As per our attached report of even date


Narendra Jain SN Chaturvedi Partner PartnerMembership No:048725 Membership No: 040479













Profit and Loss Account for the year ended March 31, 2015

Registration No. 115 dated August 3, 2001 (` in 000’s)

Particulars Schedule Year ended March 31, 2015

Year ended March 31, 2014

1. Operating profit/(loss) (a) Fire Insurance 387,540 485,376 (b) Marine Insurance (396,394) (417,207) (c) Miscellaneous Insurance 5,664,326 4,206,570 2. Income from investments (a) Interest, Dividend & Rent – Gross 1,431,530 1,129,758 (b) Profit on sale/redemption of investments 412,104 340,515 Less : Loss on sale/redemption of investments (63,507) (101,841)3. Other income (a) Interest income on tax refund 17,841 49,799 (b) Profit on sale/discard of fixed assets 2,138 1,372 (c) Recovery of bad debts written off 1,037 23,419 Total (A) 7,456,615 5,717,761 4. Provisions (Other than taxation) (a) For diminution in the value of investments 141,585 85,291 (b) For doubtful debts 216,288 (161,042) (c) For future recoverable under reinsurance contracts 10,773 (122,412) (d) Others - - 5. Other expenses (a) Expenses other than those related to Insurance Business (i) Employees’ remuneration and other expenses 14,365 10,080 (ii) Managerial remuneration 81,765 41,324 (iii) Directors’ fees 1,940 600 (iv) CSR Expenditure 27,756 - (b) Bad debts written off 25,137 637,026 (c) Loss on sale/discard of fixed assets 24,785 24,021 (d) Penalty (Refer note 5.1.14) 5,000 500 Total (B) 549,394 515,388 Profit before tax 6,907,221 5,202,373 Provision for taxation: (a) Current tax /MAT payable 2,217,172 892,765 Less : MAT credit entitlement - (892,765) (b) Deferred tax (Income)/ Expense (Refer note 5.2.16) (666,096) 1,551,076 88,814 88,814 Profit after tax 5,356,145 5,113,559 Appropriations (a) Interim dividends paid during the year 891,225 - (b) Proposed final dividend - - (c) Dividend distribution tax 164,839 - (d) Transfer to General Reserves - 1,056,064 - - Balance of Profit/(Loss) brought forward from last year 4,184,559 (929,000)Balance carried forward to Balance sheet 8,484,640 4,184,559 Basic earnings per share of ` 10 face value (Refer note 5.2.15) ` 12.03 ` 11.50Diluted earnings per share of ` 10 face value (Refer note 5.2.15) ` 11.93 ` 11.38Significant accounting policies and notes to accounts 16


86


Revenue Accounts for the year ended March 31, 2015

Registration No. 115 dated August 3, 2001

Particulars ScheduleFire

2014-15 2013-141. Premiums earned (net) 1 1,088,513 1,534,949 2. Profit on sale/redemption of investments 61,212 42,676 Less : Loss on sale/redemption of investments (8,054) (12,952)3. Others Foreign exchange gain/(loss) (1,059) 804 Investment income from pool (Terrorism ) 176,736 145,181 4. Interest, Dividend & Rent – Gross (Refer note 5.2.5) 181,536 142,140 Total (A) 1,498,884 1,852,798 1. Claims Incurred (net) 2 1,023,548 1,027,287 2. Commission (net) 3 (288,312) (95,213)3. Operating expenses related to insurance business 4 376,108 435,348 4. Premium deficiency - - Total (B) 1,111,344 1,367,422 Operating Profit/(Loss) C = (A - B) 387,540 485,376 APPROPRIATIONSTransfer to Shareholders’ Account 387,540 485,376 Transfer to Catastrophe Reserve - - Transfer to Other Reserves - - Total (C) 387,540 485,376Significant accounting policies and notes to accounts 16

We certify that, to the best of our knowledge and according to the information and explanations given to us, and so far as appears from our examination of the Company’s books of account, all expenses of management, wherever incurred, whether directly or indirectly, have been fully recognised in the Revenue Accounts as an expense.








(` in 000’s)Marine Miscellaneous Total

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 1,601,131 1,566,095 39,663,704 40,428,089 42,353,348 43,529,133

45,094 32,396 1,914,587 1,672,660 2,020,893 1,747,732 (5,933) (9,832) (251,901) (507,634) (265,888) (530,418)

(2,051) (2,893) (5,831) 19,510 (8,941) 17,421 - - 41,482 33,353 218,218 178,534

133,736 107,901 5,571,473 5,126,191 5,886,745 5,376,232 1,771,977 1,693,667 46,933,514 46,772,169 50,204,375 50,318,634

1,579,920 1,526,326 31,830,900 33,635,438 34,434,368 36,189,051 100,264 164,307 (3,550,165) (2,359,979) (3,738,213) (2,290,885) 488,187 420,241 12,988,453 11,290,140 13,852,748 12,145,729

- - - - - - 2,168,371 2,110,874 41,269,188 42,565,599 44,548,903 46,043,895 (396,394) (417,207) 5,664,326 4,206,570 5,655,472 4,274,739

(396,394) (417,207) 5,664,326 4,206,570 5,655,472 4,274,739 - - - - - - - - - - - -

(396,394) (417,207) 5,664,326 4,206,570 5,655,472 4,274,739






88


Schedules forming part of the financial statements

Schedule – 1 Premium Earned (net)

Particulars

Fire MarineMarine-

CargoMarine-

OthersMarine-

TotalMotor-OD Motor-TP Motor-Total

2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15Premium from direct business written-net of service tax 5,447,351 1,943,601 520,700 2,464,301 21,318,777 12,839,309 34,158,086 Add: Premium on reinsurance accepted 1,016,538 145,794 45,448 191,242 13,169 227,494 240,663 Less: Premium on reinsurance ceded 5,331,296 557,436 529,345 1,086,781 7,449,394 769,688 8,219,082 Net premium 1,132,593 1,531,959 36,803 1,568,762 13,882,552 12,297,115 26,179,667 Adjustment for change in reserve for unexpired risks 44,080 (19,406) (12,963) (32,369) (675,066) 1,887,459 1,212,393 Total premium earned (net) 1,088,513 1,551,365 49,766 1,601,131 14,557,618 10,409,656 24,967,274

Particulars

Fire MarineMarine-

CargoMarine-

OthersMarine- Total Motor-OD Motor-TP Motor-Total

2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14Premium from direct business written-net of service tax 4,870,154 1,900,250 617,367 2,517,617 20,737,195 11,400,807 32,138,002 Add: Premium on reinsurance accepted 1,166,436 137,745 94,425 232,170 1,456 420,462 421,918 Less: Premium on reinsurance ceded 4,487,943 550,863 625,777 1,176,640 5,219,111 2,891,012 8,110,123 Net premium 1,548,647 1,487,132 86,015 1,573,147 15,519,540 8,930,257 24,449,797

Adjustment for change in reserve for unexpired risks 13,698 (40,197) 47,249 7,052 724,663 775,622 1,500,285 Total premium earned (net) 1,534,949 1,527,329 38,766 1,566,095 14,794,877 8,154,635 22,949,512



(` in 000’s)Miscellaneous Total

Worksmen’s Compensation

Public/ Product Liability

Engineering Aviation Personal Accident

Health Insurance

Credit Insurance

Others Total- Miscellaneous

2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15

371,241

138,288 1,711,910

494,383

2,326,667

13,178,238 272,379

6,215,112 58,866,304

66,777,956

- 10,118 301,435

489,391 4,080 307,939 - 28,070 1,381,696 2,589,476

27,746 82,785 1,472,605

599,449 665,548 3,938,365 253,233

3,413,688 18,672,501

25,090,578 343,495 65,621 540,740 384,325 1,665,199 9,547,812 19,146 2,829,494 41,575,499 44,276,854

(3,023) 10,942 (16,905) (2,062) 522,893 79,108 (599) 109,048 1,911,795 1,923,506 346,518 54,679 557,645 386,387 1,142,306 9,468,704 19,745 2,720,446 39,663,704 42,353,348



Public/Product Liability


Health Insurance

Credit Insurance


2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14

380,661 152,354 1,813,978 418,511 1,999,807 14,838,071 256,230 9,176,260 61,173,874 68,561,645

- (393) 309,376 609,460 4,996 426,964 - 28,808 1,801,129 3,199,735

27,370 97,110 1,556,267 581,292 521,356 4,948,184 236,457 5,038,681 21,116,840 26,781,423 353,291 54,851 567,087 446,679 1,483,447 10,316,851 19,773 4,166,387 41,858,163 44,979,957

14,332 12,200 43,843 12,243 494,035 (1,166,344) 2,430 517,050 1,430,074 1,450,824 338,959 42,651 523,244 434,436 989,412 11,483,195 17,343 3,649,337 40,428,089 43,529,133

90


Schedule – 2 Claims Incurred (net)


Particulars

Fire MarineMarine-

CargoMarine-

OthersMarine-


2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15Claims paid- Direct 1,704,486 1,796,361 159,746 1,956,107 12,319,801 6,059,986 18,379,787 Add: Re-insurance accepted 516,997 51,540 139 51,679 1,048 15,017,268 15,018,316 Less: Re-insurance ceded 1,584,514 528,807 154,401 683,208 3,543,486 3,644,736 7,188,222 Net Claims paid 636,969 1,319,094 5,484 1,324,578 8,777,363 17,432,518 26,209,881 Add: Claims outstanding at the end of the year 1,780,839 1,030,435 131,940 1,162,375 3,863,042 26,649,287 30,512,329 Less: Claims outstanding at the beginning of the year 1,394,260 808,459 98,574 907,033 3,648,181 33,068,023

36,716,204 Total claims incurred 1,023,548 1,541,070 38,850 1,579,920 8,992,224 11,013,782 20,006,006

Particulars

Fire MarineMarine-

CargoMarine-

OthersMarine-


2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14Claims paid- Direct 1,180,224 1,578,574 74,151 1,652,725 10,919,708 5,623,864 16,543,572 Add: Re-insurance accepted 458,564 26,662 - 26,662 13,372 5,688,343 5,701,715 Less: Re-insurance ceded 1,027,581 435,474 47,953 483,427 2,669,578 3,874,463 6,544,041 Net Claims paid 611,207 1,169,762 26,198 1,195,960 8,263,502 7,437,744 15,701,246 Add: Claims outstanding at the end of the year 1,394,260 808,459 98,574 907,033 3,648,181 33,068,023 36,716,204 Less: Claims outstanding at the beginning of the year 978,180 510,697 65,970 576,667 2,754,597 31,657,721 34,412,318 Total claims incurred 1,027,287 1,467,524 58,802 1,526,326 9,157,086 8,848,046 18,005,132







Health Insurance

Credit Insurance


2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15

123,783 14,264 958,434 47,672 632,960 10,096,579 83,971 6,387,706 36,725,156 40,385,749

- - 21,519 648,983 11,405 289,522 - 1,356 15,991,101 16,559,777

8,984 3,290 663,049 411,317 175,818 1,750,325 77,560 3,809,908 14,088,473 16,356,195 114,799 10,974 316,904 285,338 468,547 8,635,776 6,411 2,579,154 38,627,784 40,589,331

338,022 58,977 642,649 372,347 1,400,624 3,203,621 26,409 2,080,809 38,635,787 41,579,001

300,246 27,497 525,636 313,047 959,012 3,477,576 23,067 3,090,386 45,432,671 47,733,964 152,575 42,454 433,917 344,638 910,159 8,361,821 9,753 1,569,577 31,830,900 34,434,368





Health Insurance

Credit Insurance


2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14

107,061 104,285 1,094,086 386,098 629,923 12,241,348 79,834 3,228,928 34,415,135 37,248,084

- - 34,161 514,090 2,317 595,934 - 2,354 6,850,571 7,335,797

10,735 42,645 831,871 426,559 194,309 2,367,383 74,019 1,565,642 12,057,204 13,568,212 96,326 61,640 296,376 473,629 437,931 10,469,899 5,815 1,665,640 29,208,502 31,015,669

300,246 27,497 525,636 313,047 959,012 3,477,576 23,067 3,090,386 45,432,672 47,733,965

251,181 72,151 333,888 264,170 763,963 3,265,839 20,146 1,622,080 41,005,736 42,560,583 145,391 16,986 488,124 522,506 632,980 10,681,636 8,736 3,133,946 33,635,438 36,189,051

92


Schedule – 3 Commission

Schedule – 3A Commission Paid - Direct


(` in 000’s)Particulars 2014-15 2013-14Agents 754,503 778,918 Brokers 1,226,942 1,478,108 Corporate agency 1,006,086 717,567 Referral - -Total 2,987,531 2,974,593

Particulars

Fire MarineMarine-

CargoMarine-

OthersMarine-


2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15Commission paid-Direct 156,237 151,242 4,688 155,930 993,947 - 993,947

Add: Commission on re-insurance accepted 123,093 30,473 13,901 44,374 - - -Less: Commission on re-insurance ceded 567,642 29,298 70,742 100,040 2,270,477 46,745 2,317,222 Net Commission (288,312) 152,417 (52,153) 100,264 (1,276,530) (46,745) (1,323,275)

Particulars

Fire MarineMarine-

CargoMarine-

OthersMarine-


2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14Commission paid -Direct 139,588 163,539 7,376 170,915 1,094,846 - 1,094,846Add: Commission on re-insurance Accepted 142,233 9,156 4,288 13,444 - - -Less: Commission on re-Insurance Ceded 377,034 27,399 (7,347) 20,052 1,048,866 526,538 1,575,404 Net Commission (95,213) 145,296 19,011 164,307 45,980 (526,538) (480,558)







Health Insurance

Credit Insurance


2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15

31,712 10,452 77,233 9,676 236,183 1,043,535 17,673 254,953 2,675,364 2,987,531

- 538 38,012 92,513 41 13,178 - 5,975 150,257 317,724

5,829 9,130 331,730 6,119 474,915 2,810,761 42,373 377,707 6,375,786 7,043,468 25,883 1,860 (216,485) 96,070 (238,691) (1,754,048) (24,700) (116,779) (3,550,165) (3,738,213)





Health Insurance

Credit Insurance


2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14

31,389 6,835 97,770 10,009 174,134 998,489 12,114 238,504 2,664,090 2,974,593

- 127 27,824 117,907 313 16,089 - 2,868 165,128 320,805

2,914 8,172 351,557 11,431 315,466 2,258,297 33,615 632,341 5,189,197 5,586,283 28,475 (1,210) (225,963) 116,485 (141,019) (1,243,719) (21,501) (390,969) (2,359,979) (2,290,885)

94



Schedule – 4 Operating expenses related to insurance business

Particulars

Fire MarineMarine-

CargoMarine-

OthersMarine-


2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15Employees’ remuneration & welfare benefits 82,263 111,270 2,673 113,943 1,008,320 893,167 1,901,487 Travel, conveyance and vehicle running expenses 8,796 11,898 286 12,184 107,821 95,507 203,328 Training expenses 1,200 1,623 39 1,662 14,705 13,025 27,730 Rents, rates & taxes* 14,293 19,333 464 19,797 175,197 155,189 330,386 Repairs & maintenance 8,124 10,989 264 11,253 99,584 88,212 187,796 Printing & stationery 2,643 3,575 86 3,661 32,393 28,693 61,086 Communication 10,969 14,837 356 15,193 134,455 119,099 253,554 Legal & professional charges 41,441 24,060 578 24,638 218,035 193,134 411,169 Auditors' fees, expenses etc(a) as auditor 249 337 8 345 3,053 2,705 5,758 (b) as adviser or in any other capacity, in respect of

(i) Taxation matters - - - - - - - (ii) Insurance matters - - - - - - - (iii) Management services; and - - - - - - -

(c) in any other capacity 41 56 1 57 506 449 955 Advertisement and publicity 24,382 32,979 792 33,771 298,858 264,727 563,585 Interest & Bank charges 3,195 4,321 104 4,425 39,157 34,685 73,842 Others(a) Miscellaneous expenses 115,350 156,023 3,748 159,771 1,413,101 1,251,720 2,664,821 (b) Business & Sales promotion 49,435 66,867 1,606 68,473 605,945 536,743 1,142,688 Depreciation 13,727 18,568 446 19,014 168,259 149,044 317,303 Service tax on premium account - - - - - - - Total 376,108 476,736 11,451 488,187 4,319,389 3,826,099 8,145,488

* Rent expense is net off rental income of ` 24,421 thousand (previous year: ` 23,663 thousand)

Particulars

Fire MarineMarine-

CargoMarine-

OthersMarine-


2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14Employees’ remuneration & welfare benefits 108,161 103,865 6,007 109,872 1,083,924 623,711 1,707,635 Travel, conveyance and vehicle running expenses 11,925 11,451 662 12,113 119,501 68,763 188,264 Training expenses 1,177 1,130 65 1,195 11,792 6,785 18,577 Rents, rates & taxes* 20,515 19,700 1,139 20,839 205,590 118,301 323,891 Repairs & Maintenance 8,892 8,539 494 9,033 89,110 51,275 140,385 Printing & stationery 2,664 2,558 148 2,706 26,696 15,362 42,058 Communication 11,330 10,880 629 11,509 113,540 65,333 178,873 Legal & professional charges 42,207 19,742 1,142 20,884 206,027 118,552 324,579 Auditors' fees, expenses etc(a) as auditor 304 292 17 309 3,050 1,755 4,805 (b) as adviser or in any other capacity, in respect of

(i) Taxation matters - - - - - - -(ii) Insurance matters - - - - - - -(iii) Management services; and - - - - - - -

(c) in any other capacity 43 41 2 43 428 246 674 Advertisement and publicity 30,414 29,206 1,689 30,895 304,793 175,384 480,177 Interest & Bank charges 3,002 2,882 167 3,049 30,079 17,308 47,387 Others(a) Miscellaneous expenses 134,209 128,878 7,454 136,332 1,343,968 773,346 2,117,314 (b) Business & Sales promotion 43,398 41,674 2,410 44,084 434,902 250,251 685,153 Depreciation 17,107 16,428 950 17,378 171,438 98,649 270,087 Service tax on premium account - - - - - - - Total 435,348 397,266 22,975 420,241 4,144,838 2,385,021 6,529,859

* Rent expense is net off rental income of ` 23,663 thousand (previous year: ` 20,451 thousand)



(` in 000’s)

Miscellaneous TotalWorksmen’s

CompensationPublic/

Product Liability


Health Insurance

Credit Insurance

Others Total-

Miscellaneous

2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 2014-15 24,949 4,766 39,275 27,914 120,947 693,479 1,391 205,511 3,019,719 3,215,925 2,668 510 4,200 2,985 12,933 74,155 149 21,976 322,904 343,884

364 70 573 407 1,764 10,113 20 2,999 44,040 46,902 4,335 828 6,824 4,850 21,015 120,493 242 35,709 524,682 558,772 2,464 471 3,879 2,757 11,945 68,490 137 20,296 298,235 317,612

801 153 1,262 897 3,885 22,278 45 6,602 97,009 103,313 3,327 636 5,237 3,722 16,128 92,472 185 27,404 402,665 428,827 5,395 1,031 8,493 6,036 26,153 149,955 301 96,318 704,851 770,930

76 14 119 85 366 2,100 4 622 9,144 9,738

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

13 2 20 14 61 348 1 103 1,517 1,615 7,395 1,413 11,641 8,274 35,848 205,541 412 60,911 895,020 953,173

969 185 1,525 1,084 4,697 26,930 54 7,982 117,268 124,888

34,983 6,683 55,072 39,141 169,593 972,400 1,950 288,170 4,232,813 4,507,934 14,993 2,864 23,602 16,775 72,682 416,742 836 123,501 1,814,683 1,932,591 4,163 795 6,554 4,658 20,183 115,722 232 34,293 503,903 536,644

- - - - - - - - - - 106,895 20,421 168,276 119,599 518,200 2,971,218 5,959 932,397 12,988,453 13,852,748

(` in 000’s)

Miscellaneous TotalWorksmen’s

CompensationPublic/

Product Liability


Health Insurance

Credit Insurance

Others Total-

Miscellaneous

2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 2013-14 24,675 3,831 39,607 31,197 103,608 720,555 1,381 290,990 2,923,479 3,141,512 2,720 422 4,367 3,439 11,423 79,440 152 32,081 322,308 346,346

268 42 431 339 1,127 7,839 15 3,168 31,806 34,178 4,680 727 7,512 5,917 19,652 136,669 262 55,194 554,504 595,858 2,029 315 3,256 2,565 8,518 59,237 114 23,921 240,340 258,265

608 94 975 768 2,552 17,747 34 7,167 72,003 77,373 2,585 401 4,149 3,268 10,853 75,477 145 30,481 306,232 329,071 4,690 728 7,528 5,930 19,693 136,959 262 165,196 665,565 728,656

69 11 111 88 292 2,027 4 819 8,226 8,839

- - - - - - - - - -- - - - - - - - - -- - - - - - - - - -

10 2 16 12 41 284 1 115 1,155 1,241 6,938 1,077 11,137 8,772 29,134 202,616 388 81,824 822,063 883,372

685 106 1,099 866 2,875 19,996 38 8,076 81,128 87,179

30,617 4,754 49,145 38,710 128,559 894,080 1,714 361,068 3,625,961 3,896,502 9,900 1,537 15,891 12,517 41,570 289,108 554 116,753 1,172,983 1,260,465 3,903 606 6,264 4,934 16,387 113,966 218 46,022 462,387 496,872

- - - - - - - - - - 94,377 14,653 151,488 119,322 396,284 2,756,000 5,282 1,222,875 11,290,140 12,145,729

96



Schedule – 5 Share Capital

Schedule – 5 A Share Capital Pattern of shareholding [As certified by the management]

(` in 000’s)Particulars At March 31, 2015 At March 31, 2014

Authorised Capital475,000,000 (previous year : 475,000,000) Equity Shares of ` 10 each 4,750,000 4,750,000

Issued Capital446,594,032 (previous year : 445,055,516) Equity Shares of ` 10 each 4,465,940 4,450,555

Subscribed Capital446,594,032 (previous year : 445,055,516) Equity Shares of ` 10 each 4,465,940 4,450,555

Called up Capital446,594,032 (previous year : 445,055,516) Equity Shares of ` 10 each 4,465,940 4,450,555 Less : Calls unpaidAdd : Equity Shares forfeited (Amount originally paid up) - - Less : Par value of Equity Shares bought back - - Less : (i) Preliminary Expenses to the extent not written off - - (ii) Expenses including commission or brokerage on

underwriting or subscription of shares - -

Total 4,465,940 4,450,555 Note: Of the above, 325,883,744 shares are held by the holding company, ICICI Bank Limited (previous year : 325,883,744 shares)

At March 31, 2015 At March 31, 2014Shareholder Number of Shares % of Holding Number of Shares % of Holding

Promoters - Indian 325,883,744 72.97 325,883,744 73.22- Foreign 114,499,002 25.64 114,499,002 25.73

Others-(Employees/others) 6,211,286 1.39 4,672,770 1.05Total 446,594,032 100.00 445,055,516 100.00



Schedule – 6 Reserves and Surplus

(` in 000’s)Particulars At March 31, 2015 At March 31, 20141. Capital Reserve - - 2. Capital Redemption Reserve - - 3. Share Premium (refer note 4.16) Opening balance 14,842,165 13,882,772 Additions during the year 106,904 960,393 Deductions during the year - share issue expenses - 1,000 Closing balance 14,949,069 14,842,165 4. General Reserves Opening balance 333,642 333,642 Additions during the year - - Deductions during the year - - Closing balance 333,642 333,642 Less: Debit balance in Profit and Loss Account - - Less: Amount utilised for Buy-back - - 5. Catastrophe Reserve - - 6. Other Reserves - - 7. Balance of Profit in Profit and Loss Account 8,484,640 4,184,559 Total 23,767,351 19,360,366

Schedule – 7 Borrowings

(` in 000’s)Particulars At March 31, 2015 At March 31, 2014Debentures/ Bonds - - Banks - - Financial Institutions - - Others - - Total - -

98


Schedule – 8 Investments


Long term investmentsGovernment securities and Government guaranteed bonds including Treasury Bills

38,183,566 33,077,043

Other Approved Securities - - Other Investments(a) Shares (aa) Equity (note 4 below) 10,391,422 4,945,338 (bb) Preference 53,970 51,894 (b) Mutual Funds - - (c) Derivative Instruments - - (d) Debentures/ Bonds 16,795,957 13,468,070 (e) Other Securities (note 5 below) 1,470,000 500,000 (f) Subsidiaries - - (g) Investment Properties-Real Estate (note 8 below) 1,390,844 - Investments in Infrastructure and Social Sector 21,211,396 22,911,003 Other than Approved Investments 377,661 1,239,809 Total Long Term Investments 89,874,816 76,193,157 Short term investmentsGovernment securities and Government guaranteed bonds including Treasury Bills

- 102,542

Other Approved Securities (note 7 below) 424,129 175,248 Other Investments(a) Shares (aa) Equity - - (bb) Preference - - (b) Mutual Funds - - (c) Derivative Instruments - - (d) Debentures/ Bonds 750,090 1,372,263 (e) Other Securities (note 6 below) 7,728,771 14,074,491 (f) Subsidiaries - - (g) Investment Properties-Real Estate - -Investments in Infrastructure and Social Sector 1,662,127 1,050,900 Other than Approved Investments (note 3 below) 1,557,243 121,167 Total Short Term Investments 12,122,360 16,896,611Total Investments 101,997,176 93,089,768


Notes: 1. Aggregate book value of investments (other than listed equities) is ` 91,510,895 thousand (previous year: ` 87,941,910 thousand)2. Aggregate market value of investments (other than listed equities) is ` 98,925,088 thousand (previous year: ` 88,838,432 thousand)3. Includes investment in mutual fund amounting to ` 957,972 thousand (previous year: ` 121,167 thousand) 4. Includes investments qualifying for infrastructure and social sector investments of ` 1,995,187 thousand (previous year: ` 837,848

thousand) 5. Long term other securities includes Fixed deposit amounting to ` 1,470,000 thousand (previous year: Fixed deposits of ` 500,000

thousand) 6. Short term other securities includes Certificate of deposits amounting to ` 5,841,809 thousand, Fixed deposits amounting to

` 500,000 thousand and Commercial Paper amounting to ` 1,386,962 (previous year: Certificate of deposits amounting to ` 9,111,991 thousand, Fixed deposits amounting to ` 4,962,500 thousand and Commercial Paper amounting to Nil).

7. Short term “Other approved securities” consists of investment in reverse repo amounting to ` 424,129 (previous year: ` 175,248 thousand)

8. Investment Properties-Real Estate is shown at cost less accumulated depreciation of ` 9,027 thousand.



Schedule – 9 Loans


Security wise classification Secured (a) On mortgage of property (aa) In India - - (bb) Outside India - - (b) On Shares, Bonds, Govt. Securities - - (c) Others - - Unsecured - - Total - -

Borrower wise classification (a) Central and State Governments - - (b) Banks and Financial Institutions - - (c) Subsidiaries - - (d) Industrial Undertakings - - (e) Others - - Total - -

Performance wise classification (a) Loans classified as standard (aa) In India - - (bb) Outside India - - (b) Non-performing loans less provisions (aa) In India - - (bb) Outside India - - Total - -

Maturity wise classification (a) Short Term - - (b) Long Term - - Total - -

Note: There are no loans subject to restructuring (previous year: ` Nil).

100


Schedule – 10 Fixed Assets


ParticularsCost/ Gross Block

April 1, 2014 Additions Deductions March 31, 2015

Goodwill - - - - Intangibles - Computer Software* 2,176,079 376,830 5,030 2,547,879 Land-Freehold 2,411,770 - - 2,411,770 Leasehold Property - - - - Buildings 237,611 - - 237,611 Furniture & Fittings 631,817 76,487 20,381 687,923 Information Technology Equipment 413,808 126,941 1,310 539,439 Vehicles 3,293 - - 3,293 Office Equipment 342,263 33,953 14,138 362,078 Others - - - - Total 6,216,641 614,211 40,859 6,789,993 Work in ProgressGrand total 6,216,641 614,211 40,859 6,789,993 Previous year 6,053,504 347,468 184,331 6,216,641 (refer note no. 4.10)

* Deductions from gross block includes grant received ` 2,255 thousand (previous year: ` NIL) and adjustments in depreciation includes accumulated depreciation thereon ` 1,274 (previous year: ` NIL) (refer note no. 5.2.8).

Schedule – 11 Cash and Bank Balances

(` in 000’s)Particulars At March 31, 2015 At March 31, 2014Cash (including cheques, drafts and stamps) 326,202 408,524 Balances with scheduled banks : (a) Deposit Accounts (aa) Short-term (due within 12 months)* 590,230 560,291 (bb) Others - - (b) Current Accounts 500,429 650,846 (c) Others - - Money at Call and Short Notice (a) With Banks - - (b) With other institutions - - Others - - Total 1,416,861 1,619,661

*Other than Fixed Deposits forming part of Investment assets which is reflected under Schedule 8 - Investments



(` in 000’s)Depreciation Net Block

April 1, 2014 For the year ended

On Sales/ Adjustments

March 31, 2015 March 31, 2015 March 31, 2014

- - - - - - 1,436,432 367,425 4,049 1,799,808 748,071 739,647

- - - - 2,411,770 2,411,770 - - - - - -

14,480 3,966 - 18,446 219,165 223,131 496,791 52,584 19,789 529,586 158,337 135,026 347,696 62,548 1,273 408,971 130,468 66,112

2,482 484 - 2,966 327 811 189,247 40,617 9,663 220,201 141,877 153,016

- - - - - - 2,487,128 527,624 34,774 2,979,978 3,810,015 3,729,513

86,610 165,433 2,487,128 527,624 34,774 2,979,978 3,896,625 3,894,946

2,150,072 496,880 159,824 2,487,128 3,894,946

102


Schedule – 12 Advances and Other Assets



AdvancesReserve deposits with ceding companies 48,867 46,619 Application money for investments - - Prepayments 127,976 89,513 Advances to Directors/Officers - - Advance tax paid and taxes deducted at source (net of provision for tax)

1,414,395 1,375,951 708,584 1,730,076

MAT credit entitlementOthers - Sundry Deposits 367,877 208,855 - Provision for doubtful debts (6,165) (6,083)- Surplus in Gratuity fund - - - Advance for Investment in property - - - Advance to Employees against expenses 258 361,970 98 202,870 Total (A) 2,661,792 3,445,029

Other AssetsIncome accrued on investments/deposits 2,461,523 2,556,115 Outstanding Premiums 4,226,483 4,731,159 Less : Provisions for doubtful debts 53,299 4,173,184 2,780 4,728,379 Agents’ Balances - - Foreign Agencies’ Balances - - Due from other Entities carrying on Insurance business (net) (including reinsurers)

19,761,559 26,053,226

Less : Provisions for doubtful debts 1,118,333 18,643,226 952,647 25,100,579 Due from subsidiaries/holding company - - Deposit with Reserve Bank of India - - [Pursuant to section 7 of Insurance Act, 1938]Others- Service Tax unutilised credit 132,890 292,694 - Service Tax paid in advance 60,274 54,782 - Unsettled investment contract receivable - 222,550 - Margin deposit 40,000 30,000 - Sundry receivable 348 233,512 394 600,420 Total (B) 25,511,445 32,985,493 Total (A+B) 28,173,237 36,430,522



Schedule – 13 Current Liabilities

Schedule – 14 Provisions

(` in 000’s)Particulars At March 31, 2015 At March 31, 2014Agents’ Balances 72,085 65,960 Balances due to other insurance companies (net) 1,910,405 3,099,040 Deposits held on re-insurance ceded 2,788,889 4,820,511 Premiums received in advance 1,010,614 805,448 Unallocated Premium 2,083,648 1,727,950 Sundry Creditors 2,257,967 2,629,169 Due to subsidiaries/ holding company 52,601 44,055 Claims Outstanding (gross) 65,623,094 70,770,449 Due to Officers/ Directors - - Others:- Statutory Dues 202,089 278,338 - Salary Payable 19,500 18,493 - Collections - Environment Relief fund

(refer note no. 5.2.9) 131 205

- Unclaimed amount of policyholders 1,151,153 1,013,466 - Book Overdraft 1,917,935 1,477,818 - Employee rewards 593,183 518,977 - Deposits 27,954 7,713 - Interim dividends payable 37 - - Service Tax Liability - 3,911,982 - 3,315,010 Total 79,711,285 87,277,592

(` in 000’s)Particulars At March 31, 2015 At March 31, 2014Reserve for unexpired risk 24,602,834 22,679,328 Reserve for premium deficiency - - For taxation (less advance tax paid and taxes deducted at source)

- -

For proposed dividends - - For dividend distribution tax - - Others- Gratuity 1,502 14,059 - Long term performance pay 258,029 348,701 - Accrued leave 71,832 67,645 - For future recoverable under reinsurance contracts

123,638 455,001 112,865 543,270

Total 25,057,835 23,222,598

104


(` in 000’s)Particulars At March 31, 2015 At March 31, 2014Discount allowed on issue of shares/ debentures - -Others - -Total - -


Schedule – 15 Miscellaneous expenditure (To the extent not written off or adjusted)

Schedule – 16 Significant accounting policies and notes forming part of the financial statements for the year ended March 31, 20151 Background ICICI Lombard General Insurance Company Limited (‘the Company’) was incorporated on October 30, 2000

and is a joint venture between ICICI Bank Limited and Fairfax Financial Holdings Limited. The Company obtained Regulatory approval to undertake General Insurance business on August 3, 2001 from the Insurance Regulatory and Development Authority of India (‘IRDAI’) and holds a valid certificate of registration.

2 Basis of preparation of financial statements The financial statements have been prepared and presented under the historical cost convention, unless

otherwise specifically stated, on the accrual basis of accounting, and comply with the applicable accounting standards referred to in section 133 of the Companies Act, 2013, and in accordance with the provisions of the Insurance Act, 1938, Insurance Laws (Amendment) Act, 2015 (to the extent notified), Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority of India (Preparation of Financial Statements and Auditor’s Report of Insurance Companies Regulations), 2002 (‘the Regulations’) and orders/ directions prescribed by the IRDAI in this behalf, the provisions of the Companies Act, 2013 (to the extent applicable) in the manner so required and current practices prevailing within the insurance industry in India.

3 Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the balance sheet date, reported amounts of revenues and expenses for the year ended and disclosure of contingent liabilities as of the balance sheet date. The estimates and assumptions used in these financial statements are based upon management’s evaluation of the relevant facts and circumstances as on the date of the financial statements. Actual results may differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

4 Significant accounting policies 4.1 Revenue recognition Premium income Premium including reinsurance accepted is recorded for the policy period at the commencement



of risk and for installment cases, it is recorded on installment due dates. Reinstatement premium is recorded as and when such premiums are recovered. Premium earned including reinstatement premium and re-insurance accepted is recognised as income over the period of risk or the contract period based on 1/365 method, whichever is appropriate on a gross basis net of service tax. Any subsequent revisions to premium as and when they occur are recognised over the remaining period of risk or contract period, as applicable.

Adjustments to premium income arising on cancellation of policies are recognised in the period in which it is cancelled.

Income from reinsurance ceded Commission on reinsurance ceded is recognised as income in the period of ceding the risk.

Profit commission under reinsurance treaties, wherever applicable, is recognised as income in the year of final determination of profits as confirmed by reinsurers and combined with commission on reinsurance ceded.

Income earned on investments Interest/rental income on investments is recognised on an accrual basis. Accretion of discount

and amortisation of premium relating to debt securities and non convertible preference shares is recognised over the holding/maturity period on a constant yield basis.

Dividend income is recognised when the right to receive dividend is established.

Realised gain/loss on securities, which is the difference between the sale consideration and the carrying value in the books of the Company, is recognised on the trade date. In determining the realised gain/loss, cost of securities is arrived at on ‘Weighted average cost’ basis. Further, in case of listed equity shares and mutual fund units the profit or loss on sale also includes the accumulated changes in the fair value previously recognised in the fair value change account.

Sale consideration for the purpose of realised gain/loss is net of brokerage and taxes, if any, and excludes interest received on sale.

4.2 Premium received in advance This represents premium received during the period, where the risk commences subsequent to the

balance sheet date.

4.3 Reinsurance premium Insurance premium on ceding of the risk is recognised in the period in which the risk commences in

accordance with reinsurance arrangements with the reinsurers. Any subsequent revision to premium ceded is recognised in the period of such revision. Adjustment to reinsurance premium arising on cancellation of policies is recognised in the period in which they are cancelled.

106


4.4 Reserve for unexpired risk Reserve for unexpired risk is recognised net of reinsurance ceded and represents premium written

that is attributable and to be allocated to succeeding accounting periods for risks to be borne by the Company under contractual obligations on a contract period basis or risk period basis, whichever is appropriate. It is calculated on a daily pro-rata basis subject to a minimum of 50% of the aggregate premium, written on policies during the twelve months preceding the balance sheet date for fire, marine cargo and miscellaneous business and 100% for marine hull business, on all unexpired policies at balance sheet date.

4.5 Claims Claims incurred comprise claims paid, estimated liability for outstanding claims made following a loss

occurrence reported and estimated liability for claims Incurred But Not Reported (‘IBNR’) and claims Incurred But Not Enough Reported (‘IBNER’). Further, claims incurred also include specific claim settlement costs such as survey/legal fees and other directly attributable costs.

Claims (net of amounts receivable from reinsurers/coinsurers) are recognised on the date of intimation based on internal management estimates or on estimates from surveyors/insured in the respective revenue account(s).

Estimated liability for outstanding claims at balance sheet date is recorded net of claims recoverable from/payable to co-insurers/reinsurers and salvage to the extent there is certainty of realisation.

Estimated liability for outstanding claims is determined by the management on the basis of ultimate amounts likely to be paid on each claim based on the past experience and in cases where claim payment period exceeds four years based on actuarial valuation. These estimates are progressively revalidated on availability of further information.

IBNR reserves are provisions for claims that may have been incurred during the accounting period but have not been reported or claimed. The IBNR provision also includes provision, for claims that have been incurred but are not enough reported (IBNER). The provision for IBNR and IBNER is based on actuarial estimate duly certified by the Appointed Actuary of the Company. The actuarial estimate is derived in accordance with relevant IRDAI regulations and Guidance Note GN 21 issued by the Institute of Actuaries of India.

4.6 Acquisition costs Acquisition costs are those costs that vary with, and are primarily related to the acquisition of new and

renewal of insurance contracts viz. commission, policy issue expenses, etc. These costs are expensed in the period in which they are incurred.

4.7 Premium deficiency Premium deficiency is recognised for the Company as a whole when the sum of expected claim

costs and related expenses and maintenance costs (related to claims handling) exceed the reserve for unexpired risks. In computing the overall Premium deficiency in miscellaneous revenue account level, the Premium deficiency arising out of reinsurance acceptances from declined risk pool is not




considered as per regulatory guidelines. The expected claim costs is calculated and duly certified by the Appointed Actuary.

4.8 Investments Investments are recorded at cost on trade date and include brokerage, transfer charges, stamps etc,

if any, and exclude interest accrued up to the date of purchase.

(A) Classification Investments maturing within twelve months from balance sheet date and investments made

with the specific intention to dispose off within twelve months are classified as ‘short term investments’.

Investments other than ‘short term investments’ are classified as ‘long term investments’.

The investments are shown at Company level and not segregated at Shareholder’s level and Policyholder’s level.

(B) Valuation Investments are valued as follows:

Debt securities and Non – convertible preference shares All debt securities including government securities and non convertible preference shares are

considered as ‘held to maturity’ and accordingly stated at amortised cost determined after amortisation of premium or accretion of discount on a constant yield basis over the holding period/maturity.

Equity shares and Convertible preference shares Listed equities and convertible preference shares at the balance sheet date are stated at fair

value, being the last quoted closing price on the National Stock Exchange and in case these are not listed on National Stock Exchange, then based on the last quoted closing price on the Bombay Stock Exchange.

Mutual funds (Other than venture capital fund) Mutual fund investments are stated at fair value, being the closing net asset value at balance

sheet date.

Investment Properties – Real Estate Investment Properties – Real Estate are stated at historical cost less accumulated depreciation.

(C) Fair Value Change Account In accordance with the Regulations, unrealised gain/loss arising due to changes in fair value of

listed equity shares and mutual fund investments are taken to the ‘fair value change account’. This balance in the fair value change account is not available for distribution, pending realisation.

108


Investments other than those mentioned above are valued at cost. (D) Impairment of Investments The Company assesses at each balance sheet date whether any impairment has occurred

in respect of investment in equity and units of mutual fund. The impairment loss, if any, is recognised in the profit and loss account and the carrying value of such investment is reduced to its recoverable value. If on the assessment at balance sheet date a previously impaired loss no longer exists, then such loss is reversed to the profit and loss account and the investment is restated to that extent.

Impairment for Investment properties is assessed at each balance sheet date. The impairment loss, if any is recognised in the profit and loss account and the carrying value of such investment is reduced to its recoverable value.

4.9 Employee Stock Option Scheme (“ESOS”) The Company follows the intrinsic method for computing the compensation cost, for options granted

under the scheme(s). The difference if any, between the intrinsic value and the grant price, being the compensation cost is amortised over the vesting period of the options.

4.10 Fixed assets, Intangibles and Impairments Fixed assets and depreciation Fixed assets are stated at cost less accumulated depreciation. Cost includes the purchase price and

any cost directly attributable to bringing the asset to its working condition for its intended use.

Depreciation on assets purchased/disposed off during the year is provided on pro rata basis with reference to the date of additions/deductions.

Depreciation on fixed assets is provided using the rates based on the economic useful life of assets as estimated by the management/limits specified in Schedule II of the Companies Act, 2013 as below:

Nature of Fixed Assets Management Estimate of Useful Life in years

Useful life as per the limits prescribed in Schedule II of the Companies Act, 2013 in Years

Building 60.00 60.00Information Technology equipment – Servers & Networks

3.00 6.00

Information Technology equipment – Others

3.00 3.00

Furniture & Fittings 6.67 10.00Office Equipment 10.00 5.00Vehicles 5.00 8.00

In case of Office Equipment, the management estimate of the useful life is higher and for Information Technology equipment (Servers & Networks), Furniture & Fitting and Vehicles, the management estimate of the useful life is lower than that prescribed in Schedule II of the Companies Act, 2013.




This is based on the consistent practices followed, past experience and duly supported by technical advice.

Depreciation on Furniture & Fittings in leased premises is recognised on a straight-line basis over the primary period of lease or useful life as determined by management, whichever is lower.

All assets including intangibles individually costing up to ` 5,000 are fully depreciated/amortised in the year in which they are acquired.

Intangibles Assets Intangible assets comprising Computer software are stated at cost less accumulated amortisation.

Computer softwares including improvements are amortised over a period of 4 years, being the management’s estimate of the useful life of such intangibles.

Impairment of Assets The Company assesses at each balance sheet date whether there is any indication that any asset

may be impaired. If any such indication exists, the carrying value of such assets is reduced to its recoverable amount and the impairment loss is recognised in the profit and loss account. If at the balance sheet date there is any indication that a previously assessed impairment loss no longer exists, then such loss is reversed and the asset is restated to that extent.

4.11 Operating Lease Payments made towards assets/premises taken on operating lease are recognised as an expense in

the revenue account(s) and profit and loss account over the lease term on straight-line basis.

4.12 Employee benefits Provident fund

This is a defined contribution scheme and contributions payable to the Regional Provident Fund Authority is provided on the basis of prescribed percentage of salary and is charged to revenue account(s) and profit and loss account.

Gratuity Gratuity, which is a defined benefit scheme, is provided on the basis of actuarial valuation including

actuarial gains/losses at balance sheet date and is recognised in the revenue account(s) and profit and loss account.

Accrued leave Compensated absences are provided based on actuarial valuation including actuarial gains/losses at

balance sheet date and are recognised in the revenue account(s) and profit and loss account.

Long Term Performance pay Long Term Performance pay is provided based on actuarial valuation including actuarial gains/losses

at balance sheet date and is recognised in the revenue account(s) and profit and loss account.

110


4.13 Foreign currency transactions Transactions denominated in foreign currencies are recorded at the rates prevailing on the date of the

transaction. Foreign exchange denominated monetary assets and liabilities, are restated at the rates prevalent at the date of the balance sheet. The gains/losses on account of restatement and settlement are recognised in the revenue account(s) and profit and loss account.

The premium or discount arising at the inception of a forward exchange contract, not intended for trading or speculation purpose, is amortised as expense or income as the case may be over the life of the contract. Exchange difference on account of change in rates of underlying currency at the expiry of the contract period is recognised in the revenue account(s) and profit and loss account. Any profit or loss arising on cancellation or roll-over of such a forward exchange contract is recognised as income or expense for the contract period.

4.14 Grants The Company recognises grants only when there is reasonable assurance that the conditions attached

to them shall be complied with, and the grants will be received.

Grants related to assets are presented in the balance sheet by showing the grant as a deduction from the gross value of the assets concerned in arriving at their book value. Grants related to revenue are recognised over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis. Such grants are deducted in reporting the related expense.

Unspent balances of grants are carried forward to the subsequent years under the head “Current Liabilities” for adjustment against expenses in those years.

A grant that becomes refundable is treated as an extraordinary item. The amount of such refundable grant related to revenue is applied first against any unamortised deferred credit remaining in respect of the grant. To the extent that the amount refundable exceeds any such deferred credit, or where no deferred credit exists, the amount is charged immediately to the profit and loss account.

The amount refundable related to a specific fixed asset is recorded by increasing the book value of the asset. Where the book value of the asset is increased, depreciation on the revised book value is provided.

4.15 Taxation Current tax

The Company provides for income tax on the basis of taxable income for the current accounting period in accordance with the provisions of the Income Tax Act, 1961.

In accordance with the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, Minimum Alternate Tax (‘MAT’) credit is recognised as an asset to the extent there is convincing evidence that the Company will pay normal income tax in future by way of a credit to the profit and loss account and shown as MAT credit entitlement.




Deferred tax Deferred tax assets and liabilities are recognised for the future tax consequences attributable to

timing differences between the accounting income as per the Company’s financial statements and the taxable income for the year.

Deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in future, however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets thereon are recognised only if there is virtual certainty of realisation of such assets.

Deferred tax assets are reviewed at each balance sheet date and appropriately adjusted to reflect the amount that is reasonably/virtually certain to be realised.

4.16 Share issue expenses Share issue expenses are adjusted against share premium account.

4.17 Earnings per share The basic earnings per share is calculated by dividing the Net profit after tax by weighted average

number of equity shares outstanding during the reporting period.

Number of equity shares used in computing diluted earnings per share comprises the weighted average number of shares considered for basic Earnings per share and also weighted average number equity shares which would have been issued on conversion of all dilutive potential shares. In computing diluted earnings per share only potential equity shares that are dilutive are considered.

4.18 Provisions and Contingencies A provision is recognised when an enterprise has a present obligation as a result of past event and

it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent losses arising from claims other than insurance claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

A disclosure for a contingent liability other than those under policies is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources.

112


Show Cause Notices issued by various Government Authorities are not considered as Obligation. When the demand notices are raised against such show cause notices and are disputed by the Company, these are classified as disputed obligations.

When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

5. Notes to accounts 5.1 Statutory disclosures as required by IRDAI 5.1.1 Contingent liabilities

(` in 000’s)Particulars At March 31, 2015 At March 31, 2014Partly-paid up investments - -Claims, other than those under policies, not acknowledged as debt

- -

Underwriting commitments outstanding NA NAGuarantees given by or on behalf of the Company - -Statutory demands/liabilities in dispute, not provided for (see note below)

681,404 1,103,216

Reinsurance obligations to the extent not provided for in accounts

- -

Others - - Note: The Company has disputed the demand raised by Income Tax Authorities of ` 606,781 thousand (previous year:

` 1,029,672 thousand) and Service Tax Authorities of ` 74,623 thousand (previous year: ` 73,544 thousand), the appeals of which are pending before the appropriate Authorities. This excludes Income Tax demand related to Assessment Year 2003-04, 2004-05, 2005-06, 2006-07 & 2009-10 in respect of which the Company has received favourable appellate order, which is pending for effect to be given by the assessing Authority.

5.1.2 The assets of the Company are free from all encumbrances.

5.1.3 Estimated amount of commitment pertaining to contracts remaining to be executed in respect of fixed assets (net of advances) is ` 215,481 thousand (previous year: ` 203,224 thousand).

5.1.4 Commitment in respect of loans is ` NIL (previous year: ` NIL) and investments is ` 85,459 thousand (previous year: ` 110,459 thousand)

5.1.5 Claims Claims, less reinsurance paid to claimants in/outside India are as under:

(` in 000’s)

ParticularsFor the year ended

March 31, 2015For the year ended

March 31, 2014In India 40,299,722 30,465,279Outside India 289,609 550,390




Ageing of gross claims outstanding is set out in the table below:

(` in 000’s)



March 31, 2014More than six months 21,941,570 18,398,123Others 43,681,524 52,372,326

Claims settled and remaining unpaid for more than six months is ` NIL (previous year: ` NIL).

Claims where the claim payment period exceeds four years:

As per circular F&A/CIR/017/May-04, the claims made in respect of contracts where claims payment period exceeds four years, are required to be recognised on actuarial basis. Accordingly, the Appointed Actuary has certified the fairness of the liability assessment, assuming ‘Nil’ discount rate.

In this context, the following claims have been valued on the basis of a contractually defined benefit amount payable in monthly installments.

Product Name: Personal protect

(` in 000’s)

ParticularsFor the year ended March 31, 2015 For the year ended March 31, 2014

Count Amount Count AmountIntimated 225 1,21,000 165 94,040Paid 288 19,011 63 12,625Outstanding 150 96,332 87 70,967

5.1.6 Sector wise details of the policies issued are given below:

Sector

For the year ended March 31, 2015 For the year ended March 31, 2014

GDPI No. of % of No. of % of GDPI No. of % of No. of % of

` in 000’s Policies Policy lives GDPI ` in 000’s Policies Policy lives GDPI

Rural 5,116,227 529,854 3.82 - 7.66 7,232,700 419,492 3.74 - 10.55

Social 41,332 2 0.00 77,050 0.06 42,567 2 0.00 81,389 0.06

Urban 61,620,397 13,336,945 96.18 - 92.28 61,286,378 10,802,590 96.26 - 89.39

Total 66,777,956 13,866,799 100.00 100.00 68,561,645 11,222,084 100.00 100.00

114



5.1.7 Extent of risks retained and reinsured is set out below (excluding excess of loss and catastrophe reinsurance)

Particulars Basis

For the year ended March 31, 2015


Retention Ceded Retention CededFire Total sum insured 25% 75% 31% 69%Marine – Cargo Value at risk 80% 20% 79% 21%Marine – Hull Value at risk 18% 82% 19% 81%Miscellaneous - Engineering Total sum insured 33% 67% 34% 66%- Motor

(refer note 5.2.4)Total sum insured 76% 24% 75% 25%

- Workmen’s Compensation Value at risk 95% 5% 95% 5%- Public Liability Value at risk 61% 39% 50% 50%- Personal

AccidentValue at risk 73% 27% 75% 25%

- Aviation Value at risk 63% 37% 73% 27%- Health Value at risk 71% 29% 68% 32%- Credit Insurance Value at risk 7% 93% 8% 92%- Others Value at risk 51% 49% 49% 51%

5.1.8 Investments Value of contracts in relation to investments for: - Purchases where deliveries are pending ` 11,731 thousand (previous year: ` 27,492

thousand); and

- Sales where payments are overdue ` NIL (previous year: ` NIL).

Historical cost of investments that are valued on fair value basis is ̀ 7,884,287 thousand (previous year: ` 4,134,245 thousand).

All investments are made in accordance with Insurance Act, 1938 and Insurance Regulatory and Development Authority of India (Investment) Regulations, 2000 and are performing investments.

(A) Allocation of investment - Investments that are earmarked, are allocated separately to policy holders or share

holders, as applicable;

- Other investments have not been allocated into policy holders and share holders as the same are not earmarked separately.



(B) Allocation of investment income Investment income which is directly identifiable is allocated on actuals between revenue

account(s) and profit and loss account and which is not directly identifiable has been allocated on the basis of the ratio of average policyholder’s funds to average shareholder’s funds respectively; average being the balance at the beginning of the year and at the end of the year.

Further, investment income across segments within the revenue account(s) has also been allocated on the basis of segment-wise policyholders funds.

(C) Investment Properties – Real Estate During the year ended March 31, 2015, the Company has purchased Investment Properties

(Real Estate) valued at ` 1,399,872 thousand (previous year: ` NIL). The fair value of these investment properties as at March 31, 2015 is ` 1,399,872 thousand which based on a valuation report.

(D) Amortisation of premium or accretion of discount on debt securities and non-convertible preference shares During the year ended March 31, 2015, the Company has changed the basis of amortisation

of premium or accretion of discount over the holding period/maturity from straight line method to constant yield method. As a result of this change, the operating profit in the revenue accounts, profit before tax and the value of investments are lower by ` 139,005 thousand (previous year: ` NIL).

5.1.9 Allocation of expenses Operating expenses relating to insurance business are allocated to specific classes of business

on the following basis:

- Expenses that are directly identifiable to a business class are allocated on actuals;

- Other expenses, that are not directly identifiable, are broadly allocated on the basis of net premium in each business class; and

- Depreciation expenditure has been allocated on the assessment that the use of assets is proportionate to net premium of the respective segments.

5.1.10 Employee Benefit Plans (A) Defined contribution plan

(` in 000’s)

Expenses on defined contribution planFor the year ended


March 31, 2014Contribution to staff provident fund 131,544 118,131

116



(B) Defined benefit plan Gratuity The Company has a defined gratuity benefit plan payable to every employee on separation

from employment. The Company makes the contribution to an approved gratuity fund which is maintained and managed by ICICI Prudential Life Insurance Company Limited.

Reconciliation of opening and closing balance of the present value of the defined benefit obligation for gratuity benefits of the Company is given below.

(` in 000’s)

Reconciliation of Benefit Obligations and Plan AssetsFor the year ended


March 31, 2014

Change in Defined Benefit ObligationOpening Defined Benefit Obligation 307,903 272,949Current Service Cost 48,491 46,519Interest Cost 31,001 24,613Actuarial Losses/(Gain) 27,324 (234)Liabilities assumed on Acquisition 5,218 -Benefits Paid (35,493) (35,944)Closing Defined Benefit Obligation 384,444 307,903

Change in the Fair Value of AssetsOpening Fair Value of Plan Assets 293,845 236,474Expected Return on Plan Assets 22,479 18,455Actuarial Gains/(Losses) 26,893 14,860Contributions by Employer 70,000 60,000Assets acquired on acquisition 5,218 -Benefits paid (35,493) (35,944)Closing Fair Value of Plan Assets 382,942 293,845Expected Employer’s contribution Next Year - -

(` in 000’s)Reconciliation of Present Value of the obligation and the Fair Value of the Plan Assets

At March 31, 2015

At March 31, 2014

Fair Value of Plan Assets at the end of the year (382,942) (293,845)Present Value of the defined obligations at the end of the year

384,444 307,903

Liability recognised in the balance sheet 1,502 14,059Asset recognised in the balance sheet - -

Investment details of plan assets100% Insurer Managed Funds 382,942 293,845

AssumptionsDiscount Rate 7.90% p.a. 9.33% p.a.Expected Rate of Return on Plan Assets 7.50% p.a. 7.50% p.a.Salary Escalation Rate 9.00% p.a. 9.00% p.a.



(` in 000’s)Expenses to be recognised in statement of Profit and Loss Account



Current Service Cost 48,491 46,519Interest on Defined Benefit Obligation 31,001 24,613Expected return on Plan Assets (22,479) (18,455)Net Actuarial Losses/(Gains) recognised in year 431 (15,093)Past Service Cost - -Losses/(Gains) on “Curtailments & Settlements” - -Losses/(Gains) on “Acquisition/ Divestiture” - -Effect of limit in Para 59 (b) - -Total included in Employee Benefit Expense 57,444 37,584

Experience adjustments of five years is given below

(` in 000’s)March

31, 2015March

31, 2014March

31, 2013March

31, 2012March

31, 2011Defined Benefit Obligation 384,444 307,903 272,949 228,357 189,667Plan assets 382,942 293,845 236,474 237,011 209,384Surplus/(Deficit) (1,502) (14,059) (36,475) 8,654 19,717Exp.Adj on Plan Liabilites 5,957 25,459 3,634 10,137 2,943Exp.Adj on Plan Assets 26,894 14,860 7,996 (290) 231

Accrued Leave The Company has a scheme for accrual of leave for employees, the liability for which is

determined on the basis of Actuarial Valuation carried out at the year end. Assumption stated above is applicable for accrued leaves also.

(` in 000’s)



March 31, 2014Opening Balance 67,645 62,784Add: Provision made during the year 4,187 4,861Closing balance 71,832 67,645

118


Long Term Performance Pay The Company has schemes for Long Term Performance incentive plan. The plan is

discretionary deferred compensation plan with a vesting period of three years. The Company has determined the liability on the basis of Actuarial valuation.

(` in 000’s)



March 31, 2014Opening Balance 348,701 311,597Add: Provision made during the year (90,672) 37,104Closing balance 258,029 348,701

AssumptionsDiscount Rate 8.00% p.a. 9.33% p.a.

5.1.11 Managerial remuneration The details of remuneration of MD & CEO and two Wholetime Directors’ as per the terms of

appointment are as under:

(` in 000’s)

Particulars (see note below)For the year ended


March 31, 2014Salaries and allowances 123,096 80,804Contribution to provident and other funds 3,214 2,908Perquisites 455 2,611

Note: Provision towards gratuity, leave accrued and long term performance pay are determined actuarially on an overall basis and accordingly have not been considered for the above disclosure.

Managerial remuneration in excess of ` 15,000 thousand, for each Managerial personnel has been charged to profit and loss account.

5.1.12 (A) Share Capital At March 31, 2015 the Company has allotted 1,538,516 equity shares (previous year: 948,080

shares) under ESOP raising ` 122,289 thousand (previous year: ` 40,797 thousand).

During the year the Company has not made any preferential allotment (previous year the Company had made the allotment of shares under preferential issue of 7,092,197 equity share of ` 10 each at a premium of ` 131 per share to the promoters raising ` 1,000,000 thousand).

(B) Share Application At March 31, 2015 the Company has received share application money of ` 1,986 thousand

(previous year: ` 3,069 thousand) against which shares are yet to be allotted.




5.1.13 Outsourcing, business development and marketing support expenses Expenses relating to outsourcing, business development and marketing support are:

(` in 000’s)



March 31, 2014Outsourcing expenses 1,337,551 1,227,100Business development 1,932,635 1,260,465Marketing support 953,173 883,372

5.1.14 Details of penal actions taken by various Govt. authorities during year ended March 31, 2015:

(` in 000’s)

Sl No.

Authority Non-

Compliance/ Violation

Penalty Awarded

Penalty Paid

Penalty Waived/ Reduced

1 Insurance Regulatory and Development Authority

5,000 (500)

5,000 (500)

5,000 (500)

- (-)

2 Service Tax Authorities - (-)

- (-)

- (-)

- (-)

3 Income Tax Authorities - (-)

- (-)

- (-)

- (-)

4 Any other Tax Authorities (-) (-) (-) (-)5 Enforcement Directorate/

Adjudicating Authority/ Tribunal or any Authority under FEMA

- (-)

- (-)

- (-)

- (-)

6 Registrar of Companies/ NCLT/CLB/ Department of Corporate Affairs or any Authority under Companies Act, 1956

- (-)

- (-)

- (-)

- (-)

7 Penalty awarded by any Court/ Tribunal for any matter including claim settlement but excluding compensation

- (-)

- (-)

- (-)

- (-)

8 Securities and Exchange Board of India

NA (NA)

NA (NA)

NA (NA)

NA (NA)

9 Competition Commission of India - (-)

- (-)

- (-)

- (-)

10 Any other Central/State/Local Govt/Statutory Authority (Tariff Advisory Committee)

-

(2,468)

-

(2,468)

-

(2,494)

-

(-)

Figure in brackets pertain to year ended March 31, 2014

120



5.1.15 Summary of Financial Statements for five years:

(` in 000’s)Particulars FY 2014-15 FY 2013-14 FY 2012-13 FY 2011-12 FY 2010-11Operating ResultGross direct premium 66,777,956 68,561,645 61,339,850 51,501,386 42,518,748Net premium income# 44,276,854 44,979,957 41,454,927 41,087,394 30,331,834Income from investments (net)@

7,641,750 6,593,546 4,634,211 3,082,833 2,589,359

Other income 209,277 195,955 132,742 881,528 622,489Total income 52,127,881 51,769,458 46,221,880 45,051,755 33,543,682Commissions (net) (including brokerage)

(3,738,213) (2,290,885) (1,831,182) (613,538) (543,007)

Operating expenses 13,852,748 12,145,729 10,180,673 8,728,920 6,797,879Net incurred claims & other outgoes

34,434,368 36,189,051 33,788,889 36,007,854 27,324,929

Change in unexpired risk reserve

1,923,506 1,450,824 1,362,412 5,597,396 1,770,187

Operating Profit/(Loss) 5,655,472 4,274,739 2,721,088 (4,668,877) (1,806,306)Non - Operating ResultTotal income under shareholder’s account(net of expenses)

1,251,749 927,634 95,676 716,732 982,886

Profit/(Loss) before tax 6,907,221 5,202,373 2,816,764 (3,952,145) (823,420)Provision for tax 1,551,076 88,814 (240,989) 211,147 (19,992)Profit/(Loss) after tax 5,356,145 5,113,559 3,057,753 (4,163,292) (803,428)MiscellaneousPolicy holder’s account:Total funds 70,427,250 73,972,565 66,485,230 60,322,530 40,382,814Total investments

Not applicable as investments are not earmarkedYield on investments Shareholder’s account: Total funds 28,233,291 23,810,921 17,657,566 14,580,600 15,308,265Total investments

Not applicable as investments are not earmarkedYield on investmentsPaid up equity capital 4,465,940 4,450,555 4,370,152 4,365,839 4,045,672Net worth** 28,233,291 23,810,921 17,657,566 14,580,600 15,308,265Total assets 136,563,891 135,448,793 118,686,969 105,251,554 82,286,865Yield on total investments (annualised)

10% 9% 9% 8% 9%

Earnings per share (`) 12.03 11.50 7.00 (9.56) (1.99)Book value per share (`) 63.22 53.50 40.40 33.40 37.84Total dividend (excluding dividend tax)

891,225 - - - 565,889

Dividend per share (`) 2.00 - - - 1.40

# Net of Reinsurance @ Net of Losses ** Shareholders funds/Net worth= (Share capital + Reserve & Surplus) – (Miscellaneous Expenditure + Debit balance in

profit & loss account)



5.1.16 Ratio Analysis: (A) For ratios at March 31, 2015 refer Annexure 1a and 1b and for March 31, 2014 refer

Annexure 2a and 2b. (B) Solvency Margin

(` in 000’s)

Solvency MarginAt March 31, 2015

At March 31, 2014

Required solvency margin under IRDAI Regulations (A) 11,894,700 11,856,200Available solvency margin (B) 23,156,100 20,372,300Solvency ratio actual (times) (B/A) 1.95 1.72Solvency ratio prescribed by Regulation 1.50 1.50

5.1.17 Employee Stock Option Scheme (ESOS) The Company has granted Stock options to employees in compliance with the Securities and

Exchange board of India (Employee stock option scheme and employee stock purchase scheme) guidelines, 1999 based on an independent valuer’s report. The salient features of the Scheme which is stated below:

Founder ESOPs:

SchemeDate of grant April 26, 2005No. of Options granted (in 000’s) 917Grant Price ` 35Graded Vesting Period1st Year 50% of option2nd Year 50% of option Maximum term of option granted Later of the thirteenth anniversary of the date of grant of

options or fifth anniversary of the date of vestingMode of settlement Equity

122



Performance ESOPs (2005, 2006 & 2007):

SchemeDate of grant 2005 April 26, 20052006 April 24, 20062007 April 21, 2007No. of Options granted (in 000’s) 13,322Grant Price ` 35 – ` 60Graded Vesting Period1st Year 20% of option2nd Year 20% of option3rd Year 30% of option4th Year 30% of optionMaximum term of option granted Later of the thirteenth anniversary of the date of grant of


Performance ESOPs (2008):

SchemeDate of grant 2008 April 24, 2008No. of Options granted (in 000’s) 5,050Grant Price ` 200Graded Vesting Period1st Year 20% of option2nd Year 20% of option3rd Year 30% of option4th Year 30% of optionMaximum term of option granted Later of the tenth anniversary of the date of grant of



SchemeDate of grant 2009 July 21, 2009No. of Options granted (in 000’s) 1,249Grant Price ` 91Graded Vesting Period1st Year 0% of option2nd Year 20% of option3rd Year 20% of option4th Year 30% of option5th Year 30% of optionMaximum term of option granted Later of the tenth anniversary of the date of grant of





SchemeDate of grant 2010 April 19, 2010No. of Options granted (in 000’s) 2,312Grant Price ` 114Graded Vesting Period1st Year 20% of option2nd Year 20% of option3rd Year 30% of option4th Year 30% of optionMaximum term of option granted Later of the tenth anniversary of the date of grant of



SchemeDate of grant 2011 April 25, 2011No. of Options granted (in 000’s) 723Grant Price ` 109Graded Vesting Period1st Year 40% of option2nd Year 60% of optionMaximum term of option granted Later of the tenth anniversary of the date of grant of


The estimated fair value is computed on the basis of binomial tree pricing model, of each stock option granted for Founder ESOPs and Performance ESOPs.

During the year ended March 31, 2015, the Company has extended the maximum term of options by an additional period of 3 years for options which were granted between the years 2005 to 2007. The incremental compensation cost and charge to profit and loss account for the year ended March 31, 2015 would have been higher by ` 12,361 thousand had the Company followed the fair valuation method for accounting for such options.

The compensation cost and charge to the profit and loss account for all the grants (2005 to 2011) for the year ended March 31, 2015 would have been higher by ` 4,472 thousand had the Company followed the fair valuation method for accounting the options issued. On proforma basis the Company’s basic and diluted earnings per share would have been ̀ 12.02 and ̀ 11.92.

124


A summary of status of Company’s Employee Stock Option Scheme in terms of option granted, forfeited and exercised by the employees and Wholetime Directors is given below:

(in 000’s)

Particulars

Other than Wholetime Directors’ Wholetime Directors’ At March 31, 2015

At March 31, 2014

At March 31, 2015

At March 31, 2014

Outstanding at the beginning of the year

8,009 9,223 1,835 1,875

Add: Granted during the year - - - -

Add/Less: Options reclassified during the year*

715 - (715) -

Less: Forfeited/lapsed during the year (254) (320) - -Less: Exercised during the year (1,449) (895) (20) (40)Outstanding at the end of the year 7,021 8,009 1,100 1,835Exercisable at the end of the year 7,021 7,509 1,100 1,645

*Consequent to resignation of Mr. Neelesh Garg – Executive Director with effect from February 2, 2015.

5.2 Other disclosures 5.2.1 Basis used by the Actuary for determining provision required for IBNR/IBNER

IBNR (including IBNER) liability as at March 31, 2015 for all lines of business, other than reinsurance accepted from declined risk pool has been estimated by the Appointed Actuary in compliance with the guidelines issued by IRDAI from time to time and the applicable provisions of the Guidance Note 21 issued by the Institute of Actuaries of India.

5.2.2 Provision for Free Look periodThe provision for Free Look period is duly certified by the Appointed Actuary.

5.2.3 Contribution to terrorism poolThe Company in accordance with the requirements of IRDAI has participated in contributing to the Terrorism Pool. This pool is managed by the General Insurance Corporation of India (‘GIC’). Amounts collected as terrorism premium in accordance with the requirements of the Tariff Advisory Committee (‘TAC’) are ceded at 100% of the terrorism premium collected to the Terrorism Pool, subject to conditions and an overall limit of ` 15 billion.

In accordance with the terms of the agreement, GIC retrocedes, to the Company, terrorism premium to the extent of the Company’s share in the risk, which is recorded as reinsurance accepted. Such reinsurance accepted is recorded based on intimation/confirmation received from GIC. Accordingly, reinsurance accepted, on account of the terrorism pool has been recorded only up to December 31, 2014 (previous year: December 31, 2013) as per the last confirmation received.




5.2.4 Declined Risk PoolIn accordance with the directions of the IRDAI, effective April 1, 2012, the Company, together with other insurance companies has participated in the DR Pool, a multilateral reinsurance arrangement, administered by the General Insurance Corporation of India (‘GIC’). No comprehensive motor insurance policy or part thereof, is to be ceded to the pool. Every insurer is required to underwrite a minimum percentage of standalone (liability only) commercial vehicle motor third party insurance which shall be in proportion to the sum of 50% of the Company’s percentage share in total gross premium and 50% of the Company’s percentage share in total motor premium of the industry of the relevant year.

The cessions to the GIC shall be in accordance with the obligatory cession which currently stands at 5%. The ceding insurers shall retain 20% of the individual risk to their net account (after obligatory cessions) and cede the balance to the declined pool. Accordingly, the Company has ceded 75% of the third party premium collected to the DR Pool in accordance with the IRDAI instructions and guidelines of the declined risks.

During the year ended March 31, 2015, the Company has received the audited statements from DR Pool for the year ended March 31, 2014, and for the nine months ended December 31, 2014. The Company has actualised the provisionally estimated premium and claims for the quarter ended March 31, 2014 and nine months ended December 31, 2014 respectively, based on the above statements. For the quarter ended March 31, 2015 pending the receipt of the audited statement from the DR pool the Company has recognised its share of the pool based on internal estimates of market gross premium, DR pool size, its share and the ultimate loss ratio as per last audited statement received from the DR pool. Necessary revision in estimates will be made upon receipt of the audited statements from the DR pool.

During the year ended March 31, 2015, IRDAI has issued Order no. IRDA/NL/ORD/MPL/251/11/2014 dated November 27, 2014 declaring the ultimate loss ratio (ULR) for the DR pool for the 2013-14 at 175% against provisional ultimate loss ratio of 210% as well as advised a provisional ultimate loss ratio of 175% for the 2014-15.

The change in ultimate loss ratio (ULR) from 210% to 175% has resulted in an impact of ` 174,188 thousand pertaining to 2013-14 and consequently profit before tax for the year ended March 31, 2015 is higher to that extent.

Necessary impact consequent to revision in estimated ultimate loss ratios for the quarter ended March 31, 2015 will be given upon receipt of final ultimate loss ratio from the DR pool.

5.2.5 Interest, Rent and Dividend incomeInterest, Dividend & Rent income under Miscellaneous segment is net of interest expense of ` 106,680 thousand (previous year: ` 444,937 thousand) on dues to Indian Motor Third Party Insurance Pool (IMTPIP) @ 7.5% p.a consequent to clean cut settlement.

126


5.2.6 Re-insurance inwardThe results of reinsurance inward are accounted as per last available statement of accounts/confirmation from reinsurers.

5.2.7 Contribution to Solatium fundIn accordance with the requirements of the IRDAI circular dated March 18, 2003 and based on recommendations made at the General Insurance Council meeting held on February 4, 2005, the Company has provided 0.1% of gross written premium on all motor policies (excluding reinsurance premium accepted on motor third party for commercial vehicles) towards contribution to the solatium fund.

5.2.8 GrantsDuring the year, the Company has received disbursement of ` 1,904 thousand (US$ 30,000) (previous year: ` 1,806 thousand (US$ 28,000)). The cumulative disbursement received up to March 31, 2015 is ` 16,040 thousand (US$ 300,000) (previous year: ` 14,136 thousand (US$ 270,000)) from the International Labour Organisation (ILO) through its Microinsurance Innovation Facility, towards an Innovation Grant in order to carry out providing Outpatient Insurance to complement Rashtriya Swastya Bima Yojana (RSBY). The position of the capital and revenue expenses incurred as well as the unspent amount has been shown as under:

(` in 000’s) During the As At

current year March 31, 2015

Disbursement received 1,904 16,040 (1,806) (14,136)Capital expenditure incurred 2,255 9,666 (-) (7,411)Revenue expenditure incurred Employees’ remuneration & welfare benefits - 1,667 (669) (1,667)Travel, conveyance and vehicle running expenses - 401 (254) (401)Legal & professional charges 590 2,575 (360) (1,985)Miscellaneous expenses - 300 (-) (300)Business & Sales promotion - 1,360 (-) (1,360)Total 590 6,303

(1,283) (5,713)Unspent amount 71

(1,012) Figure in brackets pertain to year ended March 31, 2014

Notes:

1) Revenue expenditure in Schedule – 4 is net of grant received.

2) The unspent amount is included under the head “Current Liabilities – Sundry Creditors”.




5.2.9 Environment Relief FundThere is ` 131 thousand outstanding (Previous year: ` 205 thousand) towards Environment Relief fund (ERF) under Public Liability policies.

5.2.10 Leases In respect of premises taken on operating lease, the lease agreements are generally mutually renewable/cancelable by the lessor/lessee.

Non Cancelable operating leaseThe detail of future rentals payable are given below:

(` in 000’s)At March 31, 2015

At March 31, 2014

a. not later than one year 2,152 2,674b. later than one year and not later than five years 2,595 4,634c. later than five years - -

An amount of ` 2,262 thousand (previous year: ` 3,100 thousand) towards said lease payments has been recognised in the statement of revenue account.

5.2.11 Micro and Small scale business entitiesThere is no Micro, Small & Medium enterprise to which the Company owes dues, which are outstanding for more than 45 days as at March 31, 2015. This information as required to be disclosed under Micro, Small and Medium Enterprises Development Act 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

5.2.12 Segmental reportingPrimary reportable segmentsThe Company’s primary reportable segments are business segments, which have been identified in accordance with AS 17 – Segment Reporting read with the Regulations. The income and expenses attributable to the business segments are allocated as mentioned in paragraph 5.1.8 & 5.1.9 above. Segment revenue & results have been disclosed in the Revenue accounts.

128


Segmental Assets & Liabilities to the extent identifiable to business segments are given below:

(` in 000’s)

SegmentCurrent Liabilities Current Assets

Year Claims Outstanding Outstanding PremiumFire 2014-15 6,538,900 8,015

2013-14 4,698,427 7,992Engineering 2014-15 2,242,032 17,212

2013-14 2,398,436 10,450Marine Cargo 2014-15 1,563,804 -

2013-14 1,273,127 -Marine Hull 2014-15 998,826 -

2013-14 570,518 -Motor OD 2014-15 5,997,814 -

2013-14 4,608,483 -Motor TP 2014-15 37,528,833 -

2013-14 45,481,201 -Workmen’s Compensation 2014-15 344,964 -

2013-14 309,339 -Public/Product Liability 2014-15 71,229 -

2013-14 34,603 -Personal Accident 2014-15 1,781,630 -

2013-14 1,228,550 -Aviation 2014-15 963,088 -

2013-14 1,020,615 -Health 2014-15 3,627,259 2,437,082

2013-14 3,926,344 2,076,057Credit Insurance 2014-15 88,852 -

2013-14 114,670 -Others 2014-15 3,875,863 1,710,875

2013-14 5,106,136 2,633,880Total Amount 2014-15 65,623,094 4,173,184

2013-14 70,770,449 4,728,379

Secondary reportable segmentsThere are no reportable geographical segments since the Company provides services only to customers in the Indian market or Indian interests aboard and does not distinguish any reportable regions within India.




5.2.13 Related partyParty where control exists

ICICI Bank Limited (Holding Company) Other related parties with whom transactions have taken place during the year:

Fellow Subsidiaries/Associates/Other related entities:Name of related party RelationshipICICI Home Finance Company Limited Fellow SubsidiaryICICI Prudential Asset Management Company Limited Fellow SubsidiaryICICI Prudential Life Insurance Company Limited Fellow SubsidiaryICICI Securities Limited Fellow SubsidiaryICICI Securities Primary Dealership Limited Fellow SubsidiaryICICI Strategic Investments Fund Fellow SubsidiaryICICI Bank UK PLC Fellow SubsidiaryICICI Equity Fund Fellow SubsidiaryICICI Venture Funds Management Company Limited Fellow SubsidiaryFAL Corporation (Affiliate of Fairfax Financial Holdings Limited) Venturer in Joint Venture

Key Management Personnel (KMP):Bhargav Dasgupta, Managing Director & CEO Alok Kumar Agarwal, Executive DirectorNeelesh Garg, Executive Director (ceased to be Director w.e.f from February 2, 2015)

Relatives of KMP with whom transactions have taken place during the year:Meghna Dasgupta : Daughter of Bhargav Dasgupta Manoj Kumar Agarwal : Brother of Alok Kumar AgarwalBrij Mohan Gupta : Brother of Alok Kumar Agarwal

130


Details of transaction with related parties for the year ended March 31, 2015 are given below:

(` in 000’s)

Particulars ICICI Bank Ltd ICICI Home Finance Co

Ltd

ICICI Securities

Primary Dealership

Ltd

ICICI Prudential

Life Insurance

Co Ltd

ICICI Securities

Ltd

Others FAL Corporation

KMP & their

relatives

Holding

Company

Fellow

Subsidiary

Fellow

Subsidiary

Fellow

Subsidiary

Fellow

Subsidiary

Venturer in

Joint Venture

Premium income 1,070,117 8,228 2,744 161,986 66,449 32,440 - 135

(978,517) (8,246) (2,735) (177,290) (66,145) (31,543) (-) (42)

Income from

interest & dividend

17,347 - - - - - - -

(9,980) (-) (-) (-) (-) (-) (-) (-)

Issue of share

capital

- - - - - - - 200

(52,482) (-) (-) (-) (-) (-) (18,440) (400)

Share premium on

share issued

- - - - - - - 500

(687,518) (-) (-) (-) (-) (-) (241,560) (1,000)

Claim payments

net of claims

received

158,468 - 1,886 -1,627 27,246 39 - -

(326,677) (-) (672) (10,410) (23,490) (58) (-) (-)

Commission/

Brokerage payouts

677,193 25,875 - - 9,146 - - -

(538,893) (14,279) (-) (-) (9,626) (-) (-) (-)

Investment

- Purchases 15,608,696 - 6,474,688 2,691,901 - - - -

(12,107,795) (-) (3,270,895) (676,905) (-) (-) (-) (-)

- Sales 14,500,074 - 878,455 2,509,507 - - - -

(10,392,485) (-) (1,707,629) (-) (-) (-) (-) (-)

Premium Paid - - - 5,402 - - - -

(-) (-) (-) (5,838) (-) (-) (-) (-)

Establishment &

other expenditure

256,736 -12,682 - -3,749 599 - - 126,765

(219,813) (-10,108) (-) (-5,810) (-104) (-) (-) (86,324)

Dividend Paid 651,767 - - - - - 228,998 113

(-) (-) (-) (-) (-) (-) (-) (-)





Balances with related parties at March 31, 2015, are given below:

(` in 000’s)

Particulars ICICI Bank Ltd ICICI Home Finance Co

Ltd

ICICI Securities

Primary Dealership

Ltd

ICICI Prudential

Life Insurance

Co Ltd

ICICI Securities

Ltd

Others FAL Corporation

KMP & their

relatives

Holding

Company

Fellow

Subsidiary

Fellow

Subsidiary

Fellow

Subsidiary

Fellow

Subsidiary

Venturer in

Joint Venture

Assets

Cash, Bank

Balances &

Deposits

-827,574 - - - - - - -

(-762,678) (-) (-) (-) (-) (-) (-) (-)

Income accrued on

investments

499 - - - - - - -

(226) (-) (-) (-) (-) (-) (-) (-)

Liabilities

Capital 3,258,837 - - - - - 1,144,990 -

(3,258,837) (-) (-) (-) (-) (-) (1,144,990) (550)

Share premium 10,872,192 - - - - - 3,819,959 -

(10,872,192) (-) (-) (-) (-) (-) (3,819,959) (1,375)

Premium received

in advance/Cash

deposits

420,986 2,141 61 955 596 1,027 - -

(379,789) (8,912) (64) (191) (625) (17,281) (-) (-)

Others liabilities/

Payables

187,221 5,205 267 17,069 7,233 2,611 - -

(225,372) (-4,474) (-) (21,205) (10,438) (2,507) (-) (-)


132


5.2.14 Details of age-wise analysis of the unclaimed amount of the policyholders for the year ended March 31, 2015 At March 31, 2015 the Company has not appropriated/ written back the unclaimed amount of

policyholders. (Reference IRDAI circular no IRDA/F&I/CIR/CMP/174/11/2010 dated November 4, 2010)

(` in 000’s)

ParticularsTotal

Amount4-12

months13-18

months19–24

months25–30

months31–36

monthsBeyond

36 monthsClaims settled but not paid to the policyholders/ insured’s due to any reasons except under litigation from the insured/ policyholders

- (-)

- (-)

- (-)

- (-)

- (-)

- (-)

- (-)

Sum due to the insured/ policyholders on maturity or otherwise

- (-)

- (-)

- (-)

- (-)

- (-)

- (-)

- (-)

Any excess collection of the premium/ tax or any other charges which is refundable to the policyholders either as terms of conditions of the policy or as per law or as may be directed by the Authority but not refunded so far

193,233 (182,635)

5,570 (9,750)

9,455 (5,894)

5,740 (7,767)

5,810 (5,011)

7,626 (14,902)

159,032 (139,311)

Cheques issued but not encashed by the policyholder/ insured

797,307 81,397 60,052 58,069 56,359 68,029 473,401(753,323) (136,198) (65,088) (72,592) (80,538) (72,746) (326,161)

Total 990,540 86,967 69,507 63,809 62,169 75,655 632,433(935,958) (145,948) (70,982) (80,359) (85,549) (87,648) (465,472)


The Company was deriving ageing of unclaimed amount from the date of issuance of cheque/instruments till March 31, 2014. However, in the current year, the ageing is derived from the date of the expiry of cheque/instruments.




5.2.15 Details of earning per share for the year ended March 31, 2015(` in 000’s)

ParticularsAt March 31, 2015

At March 31, 2014

Profit/(loss) available to equity shareholders ` 5,356,145 5,113,559

Weighted average number of equity shares Number of shares at the beginning of the year 445,056 437,015Share issued during the year 1,538 8,041Total number of equity share outstanding at the end of the year

446,594 445,056

Weighted average number of equity shares outstanding during the year

445,319 444,683

Add : Effect of dilutive issues of options and share application pending allotment

3,683 4,657

Diluted weighted average number of equity shares outstanding during the year

449,002 449,340

Nominal value of equity shares ` 10.00 10.00Basic earning per share ` 12.03 11.50Diluted earning per share ` 11.93 11.38

5.2.16 Deferred taxesThe major components of deferred tax are as under:

(` in 000’s)

ParticularsDeferred tax asset at March 31, 2015

Deferred tax asset at March 31, 2014

Timing differences on account of:Reserve for Unexpired Risks 581,457 -Provision for escalation in lease rentals 25,381 25,724Leaves accrued 24,861 22,992Provision for doubtful debts 448,293 365,180Total 1,079,992 413,896Net deferred tax asset/(liability) 1,079,992 413,896Deferred tax expense/(income) recognised in the Profit and Loss A/c

(666,096) 88,814

134



5.2.17 REPO/Reverse repo transactions

(` in 000’s)For the year ended March 31, 2015

Minimum outstanding

during the year

Maximum outstanding

during the year

Daily average outstanding

during the year

Outstanding at March 31, 2015

Securities sold under repo (At cost)Government Securities -

(-)-

(-)-

(-)-

(-)Corporate Debt Securities -

(-)-

(-)-

(-)-

(-)

Securities purchased under repo (At cost)Government Securities 175,248

(19,924)2,511,807

(6,809,475)69,110

(965,423)424,129

(175,248)Corporate Debt Securities -

(-)-

(-)-

(-)-

(-)


5.2.18 During the year ended March 31, 2015 the Company has changed the useful life of Building from 61.35 years to 60.00 years and the impact of the same on profits for the year is not material.

5.2.19 As at March 31, 2015 there are no outstanding forward exchange contracts.

5.2.20 The Company’s pending litigations comprise of claims against the Company and proceedings pending with Tax Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position. (Refer Note no. 5.1.1 for details on contingent liabilities)

5.2.21 (A) The Company periodically reviews all its long term contracts to assess for any material foreseeable losses. Based on such review, the Company has made adequate provisions for these long term contracts in the books of account as required under any applicable law/accounting standard.

(B) As at March 31, 2015 the Company did not have any outstanding long term derivative contracts.



5.2.22 For the year ended March 31, 2015, the company is not required to transfer any amount into the Investor Education & Protection Fund.

5.2.23 Previous year figures have been regrouped, reclassified in the respective schedule and notes wherever necessary, to conform to current period classifications. The details of changes are as under:

Sr. no.

Regrouped from Regrouped to Period Amount (in ` 000’s)

Reason

1 Schedule 13 (Current Liabilities)

Schedule 13 (Current Liabilities)

March 2014

12,408 Better classification.

- Others -Others- Unclaimed amount of policyholders

- Sundry Creditors

2. Previous year numbers in Note no. 5.2.14 have been rearranged according to the current method of deriving the ageing of unclaimed amount of policyholders.







136


Annexure-1a Analytical Ratios as at March 31, 2015

Sr. No.

Particulars Total FireMarine

CargoMarine Others

Marine total

Motor ODMotor

TP Motor

Total

Workmen’s compen-

sation

1 Gross Direct Premium Growth Rate -3% 12% 2% -16% -2% 3% 13% 6% -2%

2Gross Direct Premium to Net Worth Ratio

2.37

3 Growth rate of Net Worth 19%

4 Net Retention Ratio 64% 18% 73% 7% 59% 65% 94% 76% 93%

5 Net Commission Ratio -8% -25% 10% -142% 6% -9% 0% -5% 8%

6Expense of Management to Gross Direct Premium Ratio

25%

7Expense of Management to Net Written Premium Ratio

38%

8Net Incurred Claims to Net Earned Premium

81%

9 Combined Ratio 104%

10Technical Reserves to Net Premium Ratio

2.04

11 Underwriting balance Ratio (0.05) (0.02) (0.35)

12 Operating Profit Ratio 13%

13 Liquid Assets to liabilities Ratio 15%

14 Net earnings Ratio 13%

15 Return on Net Worth Ratio 19%

16Available Solvency margin Ratio to Required Solvency Margin Ratio (times)

1.95

17 NPA Ratio

Gross NPA Ratio -

Net NPA Ratio -

Notes : Ratios are computed as per definitions laid down by IRDA Master circular dated October 5, 2012 and corrigendum on master circular dated July 3, 2013 1. GDPI = Premium from direct business written, NWP = Net written premium 2. Shareholders’ funds/ Net worth = (Share capital + Reserve & Surplus) - (Miscellaneous expenditure + Debit balance in profit & loss

account) 3. Expenses of management = Commission paid-direct + Operation expenses related to insurance business 4. Liquid asset= Short term investments + Cash and bank balances 5. Policyholders liabilities = Claim outstanding (to be discharged in 12 months) + Reserve for unexpired risk + Reserve for premium

deficiency 6. Underwriting profit/ (loss) = Net premium earned - Net claims incurred - Net commission - Operating expense




Engineering Aviation PA Health Credit OthersTotal

miscellaneousBasis of calculations

-9% -6% 18% 16% -11% 6% -32% -4%(GDPI current year- GDPI previous year)/ GDPI previous year

GDPI/ Net worth

(Net worth current year- Net worth previous year )/Net worth previous year

44% 27% 39% 71% 71% 7% 45% 69% NWP/(GDPI + RI accepted)

3% -40% 25% -14% -18% -129% -4% -9% Net commission/NWP

Expenses of management/ GDPI

Expenses of management/ NWP

Net Incurred Claims/Net Earned Premium

((Net Incurred Claims/Net Earned Premium) + ((Net Commission + Operating Expenses) /NWP)

(Reserve for Unexpired Risk + Reserve for premium deficiency + Reserve for outstanding claims including IBNR and IBNER)/ NWP

(0.04) (Underwriting profit/loss)/Net Earned Premium

(Underwriting profit/loss + Investment income)/Net Earned Premium

Liquid Assets/ Policyholders liabilities

Profit after tax/ Net Earned Premium

Profit after tax/ Net Worth

Annexure-1b Equity Holding Pattern as at March 31, 20151 (a) No. of shares 446,594,032 2 (b) Percentage of shareholding (Indian/Foreign) 74.4%/ 25.6%3 ( c) %of Government holding (in case of public sector insurance companies) - 4 (a) Basic and diluted EPS before extraordinary items (net of tax expense) for the year ` 12.03 and ` 11.93

5 (b) Basic and diluted EPS after extraordinary items (net of tax expense) for the year ` 12.03 and ` 11.93

6 (iv) Book value per share ` 63.22

138


Annexure-2a Analytical Ratios as at March 31, 2014

Sr. No.

Particulars Total FireMarine

CargoMarine Others

Marine total

Motor ODMotor

TP Motor

Total

Workmen‘s compen-

sation

1 Gross Direct Premium Growth Rate 12% 28% 18% -10% 10% 13% 30% 19% 11%

2Gross Direct Premium to Net Worth Ratio

2.88

3 Growth rate of Net Worth 35%

4 Net Retention Ratio 63% 26% 73% 12% 57% 75% 76% 75% 93%

5 Net Commission Ratio -5% -6% 10% 22% 10% 0% -6% -2% 8%

6Expense of Management to Gross Direct Premium Ratio

22%

7Expense of Management to Net Written Premium Ratio

34%

8Net Incurred Claims to Net Earned Premium

83%

9 Combined Ratio 105%

10Technical Reserves to Net Premium Ratio

2.08

11 Underwriting balance Ratio (0.06) 0.11 (0.35)

12 Operating Profit Ratio 10%

13 Liquid Assets to liabilities Ratio 0.20

14 Net earnings Ratio 12%

15 Return on Net Worth Ratio 21%

16Available Solvency margin Ratio to Required Solvency Margin Ratio (times)

1.72

17 NPA Ratio

Gross NPA Ratio -

Net NPA Ratio -

Notes : Ratios are computed as per definitions laid down by IRDA Master circular dated October 5, 2012 and corrigendum on master circular dated July 3, 2013 1. GDPI = Premium from direct business written, NWP = Net written premium 2. Shareholders’ funds/ Net worth = (Share capital + Reserve & Surplus) - (Miscellaneous expenditure + Debit balance in profit & loss

account) 3. Expenses of management = Commission paid-direct + Operation expenses related to insurance business 4. Liquid asset= Short term investments + Cash and bank balances 5. Policyholders liabilities = Claim outstanding (to be discharged in 12 months) + Reserve for unexpired risk + Reserve for premium

deficiency 6. Underwriting profit/ (loss) = Net premium earned - Net claims incurred - Net commission - Operating expense




Engineering Aviation PA Health Credit OthersTotal

miscellaneousBasis of calculations

-25% -4% -41% 18% -7% 22% 27% 11%(GDPI current year- GDPI previous year)/ GDPI previous year

GDPI/ Net worth

(Net worth current year- Net worth previous year )/Net worth previous year

36% 27% 43% 74% 68% 8% 45% 66% NWP/(GDPI + RI accepted)

-2% -40% 26% -10% -12% -109% -9% -6% Net commission/NWP

Expenses of management/ GDPI

Expenses of management/ NWP

Net Incurred Claims/Net Earned Premium

((Net Incurred Claims/Net Earned Premium) + ((Net Commission + Operating Expenses) /NWP)

(Reserve for Unexpired Risk + Reserve for premium deficiency + Reserve for outstanding claims including IBNR and IBNER)/ NWP

(0.05) (Underwriting profit/loss)/Net Earned Premium

(Underwriting profit/loss + Investment income) / Net Earned Premium

Liquid Assets/ Policyholders liabilities

Profit after tax/ Net Earned Premium

Profit after tax/ Net Worth

Annexure-2b Equity Holding Pattern as at March 31, 20141 (a) No. of shares 445,055,516 2 (b) Percentage of shareholding (Indian/Foreign) 74.3%/ 25.7%3 (c) %of Government holding (in case of public sector insurance companies) - 4 (a) Basic and diluted EPS before extraordinary items (net of tax expense) for the year ` 11.50 and ` 11.38

5 (b) Basic and diluted EPS after extraordinary items (net of tax expense) for the year ` 11.50 and ` 11.38

6 (iv) Book value per share ` 53.50

140


Receipts & Payment Account for the year ended March 31, 2015

(` in 000’s) Year ended March 31, 2015 Year ended March 31, 2014

A Cash flow from operating activities 1 - Premium received from policyholders,

including advance receipt 73,525,871 71,675,899

2 - Other receipts (including-environment relief fund & Motor TP Pool and Terrorism Pool)

255,279 242,042

3 - Receipt / (payment) from / to re-insurer net of commissions & claims recovery

4,054,329 (2,211,463)

4 - Receipt / (payment) from / to co-insurer net of claims recovery

1,045,562 2,694,749

5 - Payments of claims (net of salvage) (56,171,861) (44,208,778)6 - Payments of commission and brokerage (3,770,969) (3,737,725)7 - Payments of other operating expenses (13,825,363) (12,718,151)8 - Preliminary and preoperative expenses - - 9 - Deposits, advances & staff loans (net) (171,384) (97,412)10 - Income tax paid (net) (1,234,124) (884,592)11 - Service taxes paid (4,686,212) (4,805,856)12 - Cash flows before extrordinary items (978,872) 5,948,713 13 - Cash flows from extrordinary operations - - 14 Net cash from operating activities (978,872) 5,948,713

B Cash flow from investing activities 1 - Purchase of fixed assets (including capital

advances) (520,662) (384,452)

2 - Proceeds from sale of fixed assets 4,451 (516,211) 1,858 (382,594)3 - Purchase of investments (83,740,452) (108,635,107)4 - Loans disbursed - - 5 - Sale of investments 78,508,474 98,891,380 6 - Repayments received - - 7 - Rent/interest/dividends received 6,821,058 5,834,993 8 - Investments in money market instruments

and liquid mutual fund (net) 1,598,936 (2,676,896)

9 - Other payments (Interest on IMTPIP) (962,465) (85,412)10 - Other payments (Advance payment for

purchase of real estate) - -

11 - Expenses related to investments (14,365) (10,080)12 - Other (Deposit received on leasing of

premises) 15,919 2,227,105 - (6,681,122)

13 Net cash from investing activities 1,710,894 (7,063,716)



(` in 000’s) Year ended March 31, 2015 Year ended March 31, 2014

C Cash flow from financing activities 1 - Proceeds from issuance of share capital /

application money (including share premium & net of share issue expenses)

121,206 38,512

2 - Proceeds from borrowing - - 3 - Repayments of borrowing - - 4 - Interest and Dividends paid (1,056,028) - 5 Net cash from financing activities (934,822) 38,512

D Effect of foreign exchange rates on cash and cash equivalents, net

- -

E Net increase/(decrease) in cash and cash equivalents

(202,800) (1,076,491)

1 Cash and cash equivalents at the beginning of the year

1,619,661 2,696,152

2 Cash and cash equivalents at end of the year* 1,416,861 1,619,661

*Cash and cash equivalent at the end of the year includes short term deposits of ` 590,230 thousand (previous year: ` 560,291 thousand),

balances with banks in current accounts ` 500,429 thousand (previous year: ` 650,846 thousand) and cash including cheques and stamps

in hand amounting to ` 326,202 thousand (previous year: ` 408,524 thousand)










Notes

Notes

Notes

Insurance is the subject matter of solicitation. IRDAI Reg. No. 115

Trade logo displayed above belongs to ICICI Bank Ltd. and Northbridge Financial Corporation and is used by ICICI Lombard GIC Ltd. under license.

Registered Office: ICICI Lombard House, 414, Veer Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai 400 025 Toll Free No. 1800 2666. Fax No. 02261961323. CIN U67200MH2000PLC129408

Website: www.icicilombard.com. Email: [email protected] 0150

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